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                               COMCAST CORPORATION

                             UNDERWRITING AGREEMENT

                               STANDARD PROVISIONS

      (DEBT SECURITIES, WARRANTS, PURCHASE CONTRACTS, UNITS AND GUARANTEES)

                                February 27, 2006


      From time to time, Comcast Corporation, a Pennsylvania corporation (the
"Company"), may, alone or together with Comcast Cable Communications, LLC
(formerly known as Comcast Cable Communications, Inc.), Comcast Cable
Communications Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group,
Inc. and Comcast MO of Delaware, LLC (formerly known as Comcast MO of Delaware,
Inc.) (collectively, the "Cable Guarantors"), enter into one or more
underwriting agreements that provide for the sale of designated securities to
the several underwriters named therein. The standard provisions set forth herein
may be incorporated by reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement, including the provisions
incorporated therein by reference, is herein referred to as this Agreement.
Terms defined in the Underwriting Agreement are used herein as therein defined.

      The Company proposes to issue from time to time (a) its senior debt
securities ("Senior Debt Securities"), (b) its subordinated debt securities
("Subordinated Debt Securities" and with the Senior Debt Securities, the "Debt
Securities"), (c) warrants ("Warrants") and (d) purchase contracts ("Purchase
Contracts") requiring the holders thereof to purchase or sell (i) securities of
an entity unaffiliated with the Company, a basket of such securities, an index
or indices of such securities or any combination of the above, (ii) currencies
or composite currencies or (iii) commodities. Debt Securities, Purchase
Contracts and Warrants or any combination thereof may be offered in the form of
Units ("Units"). As used herein, the term "Debt Securities" includes prepaid
Purchase Contracts. The Debt Securities are to be guaranteed (the "Cable
Guarantees") on an unsecured basis by the Cable Guarantors. The Warrants,
Purchase Contracts and Units may be guaranteed on an unsecured basis by the
Cable Guarantors to the extent described in the Prospectus (as defined below)
pursuant to a Guarantee Agreement to be dated as of a date specified in the
Underwriting Agreement and executed and delivered by the Cable Guarantors and a
trustee to be named in the relevant prospectus supplement, as trustee (the
"Guarantee Trustee") for the benefit of the holders from time to time of the
Offered Company Securities (the "Additional Guarantee").


                                      -2-

      The Company and the Cable Guarantors have filed with the Securities and
Exchange Commission (the "Commission") a registration statement including a
prospectus relating to the Debt Securities, Warrants, Purchase Contracts, Units,
Cable Guarantees and Additional Guarantees (collectively, the "Securities") and
have filed with, or transmitted for filing to, or shall promptly after the date
of the Underwriting Agreement file with or transmit for filing to, the
Commission a prospectus supplement (the "Prospectus Supplement") pursuant to
Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"),
specifically relating to the Securities offered pursuant to this Agreement (the
"Offered Company Securities" and the "Offered Guarantees," if any, and,
together, the "Offered Securities"). The term Registration Statement means the
registration statement as amended to the date of the Underwriting Agreement
including any additional registration statement filed by the Company pursuant to
Rule 462(b). The term Base Prospectus means the prospectus included in the
Registration Statement. The term Prospectus means the Base Prospectus together
with the Prospectus Supplement. The term preliminary prospectus means a
preliminary prospectus supplement specifically relating to the Offered
Securities, together with the Base Prospectus. The term free writing prospectus
has the meaning set forth in Rule 405 under the Securities Act. The term issuer
free writing prospectus has the meaning set forth in Rule 433 under the
Securities Act. The term Time of Sale Prospectus means the Base Prospectus and
preliminary prospectus, if any, together with any additional documents or other
information identified in Schedule I to the Underwriting Agreement. As used
herein, the terms "Base Prospectus," "Prospectus", "preliminary prospectus" and
"Time of Sale Prospectus" shall include in each case the documents, if any,
incorporated by reference therein. As used herein, the term "Applicable Time"
means the time and date set forth in the Underwriting Agreement or such other
time as agreed in writing by the Company and the Managers. The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Base Prospectus by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). For purposes of this Agreement, "Issuers" means the Company and includes
the Cable Guarantors if Cable Guarantees or an Additional Guarantee are offered
pursuant to this Agreement.

      1. Representations and Warranties. The Issuers, jointly and severally,
represent and warrant to each of the Underwriters as of the date of the
Underwriting Agreement that:

                  (i) The Registration Statement has become effective; no stop
            order suspending the effectiveness of the Registration Statement is
            in effect, and no proceedings for such purpose are pending before or
            threatened by the Commission.

                  (ii) Each document filed or to be filed pursuant to the
            Exchange Act and incorporated by reference in the Time of Sale
            Pro-


                                      -3-


            spectus or the Prospectus complied or will comply when so filed in
            all material respects with the Exchange Act and the rules and
            regulations of the Commission thereunder.

                  (iii) The Registration Statement, the Time of Sale Prospectus
            and the Prospectus comply in all material respects with the
            Securities Act and the rules and regulations of the Commission
            thereunder and do not contain any untrue statement of a material
            fact or omit to state any material fact required to be stated
            therein or necessary to make the statements therein not misleading,
            except that the foregoing representations and warranties do not
            apply to (a) that part of the Registration Statement which shall
            constitute the Statement of Eligibility of the Trustee on Form T-1
            (the "Form T-1") or (b) statements or omissions in the Registration
            Statement, the Time of Sale Prospectus or the Prospectus or any
            amendment or supplement thereto based upon information furnished to
            the Issuers in writing by any Underwriter through the Managers
            expressly for use therein.

                  (iv) The Company is not an "ineligible issuer" in connection
            with the offering pursuant to Rules 164, 405 and 433 under the
            Securities Act. The Company has not made, used, prepared,
            authorized, approved or referred to any offer relating to the
            Offered Securities that would constitute a free writing prospectus
            other than (a) any written communications furnished in advance to
            the Managers; (b) an electronic road show, if any, furnished to the
            Managers before first use; or (c) free writing prospectuses
            identified on Schedule I to the Underwriting Agreement, including
            the term sheet as set forth in Schedule II to the Underwriting
            Agreement. Any such free writing prospectus as of its issue date
            complied in all material respects with the requirements of the
            Securities Act and the rules and regulations thereunder and was
            filed with the Commission in accordance with the Securities Act (to
            the extent required pursuant to Rule 433(d) thereunder).

                  (v) The execution and delivery by the Company of, and the
            performance by the Company of its obligations under, this Agreement,
            the Senior Debt Indenture, the Subordinated Debt Indenture, the
            Offered Securities, any Warrants, any Purchase Contracts and any
            Units will not contravene any provision of applicable law or the
            articles of incorporation or by-laws of the Company or any agreement
            or other instrument binding upon the Company or any of its

                                      -4-


            subsidiaries that is material to the Company and its consolidated
            subsidiaries, taken as a whole, or any judgment, order or decree of
            any governmental body, agency or court having jurisdiction over the
            Company or any of its consolidated subsidiaries, and no consent,
            approval, authorization or order of, or qualification with, any
            governmental body or agency is required for the performance by the
            Company of its obligations under this Agreement, the Senior Debt
            Indenture, the Subordinated Debt Indenture, the Offered Securities
            or any Warrants, except such as may be required by the securities or
            blue sky laws of the various states in connection with the offer and
            sale of the Offered Securities; provided, however, that no
            representation is made as to whether the purchase of the Offered
            Securities constitutes a "prohibited transaction" under Section 406
            of the Employee Retirement Income Security Act of 1974, as amended,
            or Section 4975 of the Internal Revenue Code of 1986, as amended.

                  (vi) Neither the Company nor any of its subsidiaries is (a) in
            violation of its articles of incorporation or by-laws (or similar
            organizational documents) or (b) in default in the performance or
            observance of any obligation, covenant or condition contained in any
            contract, except to the extent such default would not have a
            material adverse effect.

                  (vii) There has not occurred any material adverse change, or
            any development involving a prospective material adverse change, in
            the condition, financial or otherwise, or in the earnings, business
            or operations of the Company and its subsidiaries, taken as a whole,
            from that set forth in the Time of Sale Prospectus (exclusive of any
            amendments or supplements thereto effected subsequent to the date of
            the Agreement).

                  (viii) There are no legal or governmental proceedings pending
            or threatened to which the Company or any of its consolidated
            subsidiaries is a party or to which any of the properties of the
            Company or any of its consolidated subsidiaries is subject that are
            required to be described in the Registration Statement or the Time
            of Sale Prospectus and are not so described or any statutes,
            regulations, contracts or other documents that are required to be
            described in the Registration Statement or the Time of Sale
            Prospectus or to be filed or incorporated by reference as exhibits
            to the Registration Statement that are not described, filed or
            incorporated as required.


                                      -5-


                  (ix) Each of the Company and its consolidated subsidiaries has
            all necessary consents, authorizations, approvals, orders,
            certificates and permits of and from, and has made all declarations
            and filings with, all federal, state, local and other governmental
            authorities, all self-regulatory organizations and all courts and
            other tribunals, to own, lease, license and use its properties and
            assets and to conduct its business in the manner described in the
            Time of Sale Prospectus, except to the extent that the failure to
            obtain or file would not have a material adverse effect on the
            Company and its consolidated subsidiaries, taken as a whole.

      2. Public Offering. The Issuers are advised by the Managers that the
Underwriters propose to make a public offering of their respective portions of
the Offered Securities as soon after this Agreement has been entered into as in
the Managers' judgment is advisable. The terms of the public offering of the
Offered Securities are set forth in the Time of Sale Prospectus and the
Prospectus.

      3. Purchase and Delivery. Except as otherwise provided in this Section 3,
payment for the Offered Securities shall be made to the Company in Federal or
other funds immediately available in New York City at the time and place set
forth in the Underwriting Agreement, upon delivery to the Managers for the
respective accounts of the several Underwriters of the Offered Securities
registered in such names and in such denominations as the Managers shall request
in writing not less than one full business day prior to the date of delivery,
with any transfer taxes payable in connection with the transfer of the Offered
Securities to the Underwriters duly paid.

      4. Conditions to Closing. The several obligations of the Underwriters
hereunder are subject to the following conditions:

            (a) Subsequent to the Applicable Time and prior to the Closing Date,
      there shall not have occurred any downgrading, nor shall any notice have
      been given of any intended or potential downgrading or of any review for a
      possible change that does not indicate the direction of the possible
      change, in the rating accorded any Issuer or any of the securities of any
      Issuer by any "nationally recognized statistical rating organization," as
      such term is defined for purposes of Rule 436(g)(2) under the Securities
      Act.

            (b) No stop order suspending the effectiveness of the Registration
      Statement shall be in effect, and no proceedings for such purpose shall be
      pending before or threatened by the Commission, and there shall not have
      occurred any change, or any development involving a prospective change, in
      the condition, fi-


                                      -6-


      nancial or otherwise, or in the earnings, business or operations of the
      Company and its consolidated subsidiaries, taken as a whole, from that set
      forth in the Time of Sale Prospectus, that, in the judgment of the
      Managers, is material and adverse and that makes it, in the judgment of
      the Managers, impracticable to market the Offered Securities on the terms
      and in the manner contemplated in the Time of Sale Prospectus; and the
      Managers shall have received, on the Closing Date, a certificate, dated
      the Closing Date and signed by an executive officer of the Company, to the
      foregoing effect. Such certificate will also provide that the
      representations and warranties of the Company contained herein are true
      and correct as of the Closing Date. The officer making such certificate
      may rely upon the best of his knowledge as to proceedings threatened.

            (c) The Managers shall have received on the Closing Date an opinion
      of Arthur R. Block, Esquire, Senior Vice President, General Counsel and
      Secretary of the Company (or another lawyer of the Company reasonably
      satisfactory to the Underwriters), dated the Closing Date, to the effect
      (as applicable) that:

                  (i) the Company has been duly incorporated, is validly
            existing as a corporation subsisting under the laws of the
            Commonwealth of Pennsylvania and is duly qualified to transact
            business and is in good standing in each jurisdiction in which the
            conduct of its business or its ownership or leasing of property
            requires such qualification (except where the failure to so qualify
            would not have a material adverse effect upon the business or
            financial condition of the Company and its subsidiaries, as a
            whole);

                  (ii) all of the issued shares of capital stock of each Cable
            Guarantor have been duly and validly authorized and issued, are
            fully paid and non-assessable, and (except for directors' qualifying
            shares and except as otherwise set forth in the Time of Sale
            Prospectus) are owned directly and indirectly by the Company, free
            and clear of all liens, encumbrances, equities or claims (such
            counsel being entitled to rely in respect of the opinion in this
            clause upon opinions of local counsel and in respect of matters of
            fact upon certificates of officers of the Company or its
            subsidiaries, provided that such counsel shall state that he
            believes that both the Managers and he are justified in relying upon
            such opinions and certificates);

                  (iii) the Company has an authorized capitalization as set
            forth in the Time of Sale Prospectus, and all of the issued shares
            of


                                      -7-


            capital stock of the Company have been duly and validly authorized
            and issued and are fully paid and non-assessable;

                  (iv) each of the Senior Indenture dated as of January 7, 2003
            among the Company, the Cable Guarantors (other than Comcast MO of
            Delaware, LLC) and The Bank of New York, as trustee (the "Trustee"),
            as amended by the First Supplemental Indenture dated as of March 25,
            2003 among the Company, the Cable Guarantors and the Trustee (the
            "Senior Indenture"), and the Subordinated Indenture to be dated as
            of a date indicated in a relevant prospectus supplement (the
            "Subordinated Indenture") among the Company and the Cable Guarantors
            and The Bank of New York, as trustee, has been duly authorized,
            executed and delivered by the Company;

                  (v) the Warrant Agreement, if any, has been duly authorized,
            executed and delivered by the Company;

                  (vi) the Unit Agreement, if any, has been duly authorized,
            executed and delivered by the Company;

                  (vii) the Offered Company Securities have been duly authorized
            by the Company;

                  (viii) this Agreement has been duly authorized, executed and
            delivered by the Company;

                  (ix) except as rights to indemnity and contribution under this
            Agreement may be limited under applicable law, the execution and
            delivery by each Issuer of, and the performance by each Issuer of
            its obligations under, this Agreement, the Senior Indenture, the
            Subordinated Indenture, the Offered Securities, the Warrant
            Agreement, the Unit Agreement and the Additional Guarantee, if any,
            will not contravene any provision of applicable law of the United
            States (except with respect to laws relating specifically to the
            cable communications industry, as to which such counsel is not
            called upon to express any opinion), Pennsylvania, or, to the best
            knowledge of such counsel, of any other state or jurisdiction of the
            United States, or the articles of incorporation or by-laws (or
            similar organizational document) of any Issuer or, to the best
            knowledge of such counsel, any material agreement or other material
            instrument binding upon such Issuer, and, except for the orders of
            the Commission making the Registration State-


                                      -8-


            ment effective and the Senior Indenture and the Subordinated
            Indenture qualified under the Trust Indenture Act of 1939, as
            amended (the "Trust Indenture Act") (which have been obtained) and
            such permits or similar authorizations required under the securities
            or Blue Sky laws of certain states or foreign jurisdictions (as to
            which such counsel is not called upon to express any opinion), no
            consent, approval or authorization of any governmental body or
            agency of the United States (except with respect to consents,
            approvals and authorizations relating specifically to the cable
            communications industry, as to which such counsel is not called upon
            to express any opinion), Pennsylvania, or, to the best knowledge of
            such counsel, of any other state or jurisdiction of the United
            States or of any foreign jurisdiction is required for the
            performance by any Issuer of its obligations under this Agreement,
            the Senior Indenture, the Subordinated Indenture, the Offered
            Securities, the Warrant Agreement, the Unit Agreement and the
            Additional Guarantee, if any;

                  (x) subject to such qualification as may be set forth in the
            Time of Sale Prospectus, the Company and its subsidiaries have, and
            are in material compliance with, such franchises, and to the best
            knowledge of such counsel after reasonable investigation, such
            licenses and authorizations, as are necessary to own their cable
            communications properties and to conduct their cable communications
            business in the manner described in the Time of Sale Prospectus,
            except where the failure to have, or comply with, such franchises,
            licenses and authorizations would not have a material adverse effect
            on the business or financial condition of the Company and its
            subsidiaries, as a whole, and such franchises, licenses and
            authorizations contain no materially burdensome restrictions not
            adequately described in the Time of Sale Prospectus, which
            restrictions would have a material adverse effect on the business or
            financial condition of the Company and its subsidiaries, as a whole;

                  (xi) the statements (A) in Item 3 of the Company's most recent
            Annual Report on Form 10-K incorporated by reference in the Time of
            Sale Prospectus, (B) in Part II, Item 1 under the caption "Legal
            Proceedings" of the Company's most recent Quarterly Report on Form
            10-Q incorporated by reference in the Time of Sale Prospectus and
            (C) in the Registration Statement in Item 15, insofar as such
            statements constitute a summary of the legal matters, documents or
            pro-


                                      -9-


            ceedings referred to therein, fairly present the information called
            for with respect to such legal matters, documents and proceedings;

                  (xii) such counsel does not know of any legal or governmental
            proceeding pending or threatened to which the Company or any of its
            subsidiaries is a party or to which any of the properties of the
            Company or any of its subsidiaries is subject which is required to
            be described in the Registration Statement or the Time of Sale
            Prospectus and is not so described or of any contract or other
            document which is required to be described in the Registration
            Statement or the Time of Sale Prospectus or to be filed as an
            exhibit to the Registration Statement which is not described or
            filed as required;

                  (xiii) the securities into which the Offered Company
            Securities are convertible, initially reserved for issuance upon
            conversion of the Offered Company Securities (the "Underlying
            Securities"), have been duly authorized and reserved for issuance;
            and

                  (xiv) when the Underlying Securities are issued upon
            conversion of the Offered Company Securities in accordance with the
            terms of the Offered Company Securities, such Underlying Securities
            will be validly issued, fully paid and non-assessable and will not
            be subject to any preemptive or other right to subscribe for or
            purchase such Underlying Securities.

      Such counsel shall also state that no facts have come to his attention
that lead him to believe (1) that the Registration Statement or any amendments
thereto (except for the financial statements and other financial or statistical
data included or incorporated by reference therein or omitted therefrom and the
Form T-1, as to which such counsel is not called upon to express any belief), on
the date on which it became effective or the date of filing of the most recent
subsequent Annual Report on Form 10-K, contained an 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 not misleading; (2) that the Time of
Sale Prospectus (except for the financial statements and other financial or
statistical data included or incorporated by reference therein or omitted
therefrom, as to which such counsel is not called upon to express any belief),
at the Applicable Time or as amended or supplemented, if applicable, as of the
Closing Date, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they are made,
not misleading; (3) that the Prospectus (except for the financial statements and
other financial or statistical data included or incorporated by reference
therein or omitted therefrom, as to which such counsel is not called upon to
express any belief), at the


                                      -10-


date of the Underwriting Agreement or as amended or supplemented, if applicable,
at the Closing Date, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make
statements therein, in the light of the circumstances under which they are made,
not misleading; or (4) that the documents incorporated by reference in the
Prospectus (except for the financial statements and other financial or
statistical data included or incorporated by reference therein or omitted
therefrom, as to which such counsel is not called upon to express any belief),
as of the dates they were filed with the Commission, contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading.

      With respect to the preceding paragraph, such counsel may state that his
opinion and belief is based upon his participation in the preparation of the
Registration Statement, Time of Sale Prospectus, Prospectus (as amended or
supplemented) and the documents incorporated therein by reference and review and
discussion of the contents thereof, but is without independent check or
verification except as specified.

      In expressing his opinion as to questions of the law of jurisdictions
other than the Commonwealth of Pennsylvania and the United States, such counsel
may rely to the extent reasonable on such counsel as may be reasonably
acceptable to counsel to the Underwriters. In addition, such counsel may
reasonably rely as to questions of fact on certificates of responsible officers
of the Company.

            (d) The Managers shall have received on the Closing Date an opinion
      of Davis Polk & Wardwell, special counsel for the Company, dated the
      Closing Date, to the effect that:

                  (i) each Cable Guarantor is a corporation or limited liability
            company duly incorporated or duly organized, validly existing and in
            good standing under the laws of the jurisdiction of its
            incorporation or formation;

                  (ii) each of the Senior Indenture and the Subordinated
            Indenture has been duly authorized, executed and delivered by each
            Cable Guarantor and assuming each of the Senior Indenture and the
            Subordinated Indenture has been duly authorized, executed and
            delivered by the Company and duly executed and delivered by the
            respective trustee thereto, each of the Senior Indenture and the
            Subordinated Indenture is a valid and binding agreement of each
            Issuer, enforceable against each Issuer in accordance with its terms
            (subject, as to enforcement of remedies, to applicable bankruptcy,
            reorganization, in-


                                      -11-


            solvency, fraudulent transfer, moratorium or other similar laws
            affecting creditors' rights generally from time to time in effect
            and to general equity principles);

                  (iii) assuming the Warrant Agreement, if any, has been duly
            authorized, executed and delivered by the Company and duly executed
            and delivered by the Warrant Agent, the Warrant Agreement, if any,
            is a valid and binding agreement of the Company, enforceable in
            accordance with its terms (subject, as to enforcement of remedies,
            to applicable bankruptcy, reorganization, insolvency, moratorium or
            other similar laws affecting creditors' rights generally from time
            to time in effect and to general equity principles);

                  (iv) assuming the Unit Agreement, if any, has been duly
            authorized, executed and delivered by the Company and duly executed
            and delivered by the Agent, the Unit Agreement, if any, is a valid
            and binding agreement of the Company, enforceable in accordance with
            its terms (subject, as to enforcement of remedies, to applicable
            bankruptcy, reorganization, insolvency, moratorium or other similar
            laws affecting creditors' rights generally from time to time in
            effect and to general equity principles);

                  (v) the Additional Guarantee, if any, has been duly
            authorized, executed and delivered by each Cable Guarantor and is a
            valid and binding agreement of each Cable Guarantor, enforceable in
            accordance with its terms (subject, as to enforcement of remedies,
            to applicable bankruptcy, reorganization, insolvency, fraudulent
            transfer, moratorium or other similar laws affecting creditors'
            rights generally from time to time in effect and to general equity
            principles);

                  (vi) the Cable Guarantees have been duly authorized, and,
            assuming the Offered Company Securities have been authorized by the
            Company, when the Offered Company Securities have been duly executed
            and authenticated in accordance with the provisions of the relevant
            Senior Indenture or Subordinated Indenture, the Offered Securities
            and the Debt Securities will be valid and binding obligations of the
            Issuers, enforceable against them in accordance with their terms
            (subject, as to enforcement or remedies, to applicable bankruptcy,
            reorganization, insolvency, fraudulent transfer, moratorium or other
            similar laws affecting creditors' rights generally from time to time
            in effect and to general equity principles), and will be entitled to


                                      -12-


            the benefits of the relevant Senior Indenture or Subordinated
            Indenture.

                  (vii) this Agreement has been duly authorized, executed and
            delivered by each Cable Guarantor party hereto;

                  (viii) each of the Senior Indenture and the Subordinated
            Indenture has been duly qualified under the Trust Indenture Act;

                  (ix) except as rights to indemnity and contribution under this
            Agreement may be limited under applicable law, the execution and
            delivery by each Issuer of, and the performance by each Issuer of
            its obligations under, this Agreement, the Senior Indenture, the
            Subordinated Indenture, the Offered Securities, the Warrant
            Agreement, the Unit Agreement and the Additional Guarantee, if any,
            will not contravene any provision of applicable law of the United
            States (except with respect to laws relating specifically to the
            cable communications industry, as to which such counsel is not
            called upon to express any opinion) or New York, or the certificate
            of incorporation or bylaws or equivalent organizational documents of
            any Cable Guarantor and, except for the orders of the Commission
            making the Registration Statement effective and the Senior Indenture
            and the Subordinated Indenture qualified under the Trust Indenture
            Act (which have been obtained) and such permits or similar
            authorizations required under the securities or Blue Sky laws of
            certain states or foreign jurisdictions (as to which such counsel is
            not called upon to express any opinion), no consent, approval or
            authorization of any governmental body or agency of the United
            States (except with respect to consents, approvals and
            authorizations relating specifically to the cable communications
            industry, as to which such counsel is not called upon to express any
            opinion) or New York is required for the performance by any Issuer
            of its obligations under this Agreement, the Senior Indenture, the
            Subordinated Indenture, the Offered Securities, the Warrant
            Agreement, the Unit Agreement and the Additional Guarantee, if any,
            and

                  (x) the statements in the Prospectus Supplement under
            "Description of the Notes and the Cable Guarantees," "Certain U.S.
            Tax Considerations" and "Underwriting" and in the Base Prospectus
            under "Description of the Senior Debt Securities, Subordinated Debt
            Securities and Cable Guarantees" and "Plan of Distribution," insofar
            as such statements constitute a summary of the legal matters or
            docu-


                                      -13-


            ments referred to therein, fairly present the information called for
            with respect to such legal matters and documents.

      Such counsel shall also state that no facts have come to the attention of
such counsel that lead them to believe (1) that the Registration Statement and
the Prospectus and any supplements or amendments thereto or the documents
incorporated by reference in the Registration Statement and Prospectus (except
for financial statements and other financial or statistical data included or
incorporated by reference therein and the Form T- 1, as to which such counsel is
not called upon to express any belief) did not comply as to form in all material
respects with the Securities Act and the rules and regulations of the Commission
thereunder; (2) that the Registration Statement or any amendment thereto (except
for the financial statements and other financial or statistical data included or
incorporated by reference therein or omitted therefrom and the Form T-1, as to
which such counsel is not called upon to express any belief) at the date of the
Underwriting Agreement contained an 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 not misleading; (3) that the Time of Sale Prospectus
(except for the financial statements and other financial or statistical data
included or incorporated by reference therein or omitted therefrom, as to which
such counsel is not called upon to express any belief), at the Applicable Time
or as amended or supplemented, if applicable, as of the Closing Date, contained
or contains an untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they are made, not misleading; or (4) that the
Prospectus (except for the financial statements and other financial or
statistical data included or incorporated by reference therein or omitted
therefrom, as to which such counsel is not called upon to express any belief),
at the date of the Underwriting Agreement or as amended or supplemented, if
applicable, at the Closing Date, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make statements therein, in the light of the circumstances under which they are
made, not misleading.

      With respect to the preceding paragraph, Davis Polk & Wardwell may state
that their opinion and belief is based upon their participation in the
preparation of the Registration Statement, Time of Sale Prospectus and
Prospectus and any amendments or supplements thereto (but not including
documents incorporated therein by reference) and review and discussion of the
contents thereof (including documents incorporated therein by reference), but is
without independent check or verification except as specified.

            (e) The Managers shall have received on the Closing Date an opinion
      of regulatory counsel for the Company, dated the Closing Date, to the
      effect that:


                                      -14-


                  (i) no approval of the Federal Communications Commission (the
            "FCC") is required in connection with the issuance and sale of the
            Offered Securities,

                  (ii) the execution and delivery of this Agreement, the Senior
            Indenture, the Subordinated Indenture, the Warrant Agreement, the
            Unit Agreement and the Additional Guarantee, if any, by each Issuer,
            the fulfillment of the terms set forth herein and therein by each
            Issuer and the consummation of the transactions contemplated hereby
            and thereby by each Issuer do not violate any statute, regulation or
            other law of the United States relating specifically to the cable
            communications industry (except as otherwise explicitly set forth in
            the Time of Sale Prospectus) or, to the knowledge of such counsel,
            any order, judgment or decree of any court or governmental body of
            the United States relating specifically to the cable communications
            industry and applicable to such Issuer or any subsidiary, and which
            violation would have a material adverse effect on the business or
            financial condition of such Issuer and its subsidiaries, as a whole,

                  (iii) the statements in the Company's most recent Annual
            Report on Form 10-K incorporated by reference in the Registration
            Statement, the Time of Sale Prospectus and Prospectus relating to
            cable regulatory matters, as updated by the Company's most recent
            Quarterly Reports on Form 10-Q incorporated in the Registration
            Statement, the Time of Sale Prospectus and the Prospectus and as
            updated by the Time of Sale Prospectus, insofar as they are, or
            refer to, statements of federal law or legal conclusions, have been
            reviewed by such counsel and present in all material respects the
            information called for with respect to such statements of federal
            law or legal conclusions, and

                  (iv) such counsel does not know of any proceeding pending
            before the FCC to which the Company or any of its subsidiaries is a
            party or involving the cable communications properties, licenses or
            authorizations of the Company and its subsidiaries, or of any cable
            communications law or regulation relevant thereto required to be
            described in the Registration Statement or the Time of Sale
            Prospectus pursuant to Regulation S-K promulgated under the
            Securities Act, which is not described as required.


                                      -15-


            (f) The Managers shall have received on the Closing Date an opinion
      of Cahill Gordon & Reindel LLP, counsel for the Underwriters, dated the
      Closing Date, covering the matters requested by and in form and substance
      reasonably satisfactory to the Managers.

            (g) The Managers shall have received on the date hereof a letter
      dated such date and on the Closing Date a letter dated such date, in each
      case in form and substance satisfactory to the Managers, from Deloitte &
      Touche LLP, independent public accountants, containing statements and
      information of the type ordinarily included in accountants' "comfort
      letters" to underwriters with respect to the financial statements and
      certain financial information reviewed by them contained in or
      incorporated by reference in the Registration Statement, the Time of Sale
      Prospectus and the Prospectus and each other firm of independent
      accountants, if any, who audited or reviewed financial statements
      contained in or incorporated by reference in the Registration Statement,
      the Time of Sale Prospectus and the Prospectus, containing statements and
      information of the type ordinarily included in accountants' "comfort
      letters" to underwriters with respect to such financial statements and
      financial information.

            (h) The Managers shall have received on the date hereof or on the
      Closing Date, as applicable, such additional documents as the Managers
      shall have reasonably requested to confirm compliance with the conditions
      to Closing listed herein.

      5. Covenants of the Company. In further consideration of the agreements of
the Underwriters herein contained, the Issuers covenant as follows:

            (a) To furnish to the Managers, without charge, a copy of the
      Registration Statement and two signed copies of any post-effective
      amendment thereto specifically relating to the Offered Securities
      (including exhibits thereto and documents incorporated therein by
      reference) and, during the period mentioned in paragraph (c) below, as
      many copies of the Time of Sale Prospectus, the Prospectus, any documents
      incorporated therein by reference and any supplements and amendments
      thereto as the Managers may reasonably request.

            (b) Before amending or supplementing the Registration Statement, the
      Time of Sale Prospectus or the Prospectus, to furnish the Managers a copy
      of each such proposed amendment or supplement.


                                      -16-


            (c) Before filing, using or referring to any free writing prospectus
      relating to the Offered Securities, to furnish the Managers a copy of each
      such free writing prospectus.

            (d) Not to take any action that would result in an Underwriter being
      required to file with the Commission pursuant to Rule 433(d) under the
      Securities Act a free writing prospectus prepared by or on behalf of the
      Underwriter that the Underwriter otherwise would not have been required to
      file thereunder.

            (e) If the Time of Sale Prospectus is being used to solicit offers
      to buy the Offered Securities at a time when the Prospectus is not yet
      available to prospective purchasers and any event shall occur as a result
      of which it is necessary to amend or supplement the Time of Sale
      Prospectus in order to make the statements therein, in the light of the
      circumstances existing at the time, not misleading, or if any event shall
      occur as a result of which any free writing prospectus included as part of
      the Time of Sale Prospectus conflicts with the information contained in
      the Registration Statement then on file, the Company shall forthwith
      prepare and furnish, at its expense, to the Underwriters and to the
      dealers (whose names and addresses the Managers will furnish to the
      Company), either amendments or supplements to the Time of Sale Prospectus
      so that the statements in the Time of Sale Prospectus as so amended or
      supplemented will not, in the light of the circumstances existing at the
      time, be misleading or so that any free writing prospectus which is
      included as part of the Time of Sale Prospectus, as amended or
      supplemented, will no longer conflict with the Registration Statement.

            (f) If, during such period after the first date of the public
      offering of the Offered Securities during which in the opinion of counsel
      to the Managers the Prospectus (or in lieu thereof the notice referred to
      in Rule 173(a) under the Securities Act) is required by law to be
      delivered in connection with sales by an Underwriter or dealer, any event
      shall occur as a result of which it is necessary to amend or supplement
      the Prospectus in order to make the statements therein, in the light of
      the circumstances existing at the time, not misleading, forthwith to
      prepare and furnish, at its expense, to the Underwriters and to the
      dealers (whose names and addresses the Managers will furnish to the
      Company) to which Offered Securities may have been sold by the Managers on
      behalf of the Underwriters and to any other dealers on request, either
      amendments or supplements to the Prospectus so that the statements in the
      Prospectus as so amended or supplemented will not, in the light of the
      circumstances existing at the time, be misleading.


                                      -17-


            (g) To endeavor to qualify the Offered Securities for offer and sale
      under the securities or Blue Sky laws of such U.S. jurisdictions as the
      Managers shall reasonably request.

            (h) To make generally available to the Company's security holders as
      soon as practicable an earnings statement covering the twelve month period
      beginning on the first day of the first fiscal quarter commencing after
      the date hereof, which shall satisfy the provisions of Section 11(a) of
      the Securities Act and the rules and regulations of the Commission
      thereunder (which may be accomplished by making generally available the
      Company's financial statements in the manner provided for by Rule 158 of
      the Securities Act).

      6. Covenants of the Underwriters. In further consideration of the
agreements of the Issuers herein contained, each Underwriter severally covenants
as follows:

            (a) Not to take any action that would result in the Company being
      required to file with the Commission under Rule 433(d) a free writing
      prospectus prepared by or on behalf of such Underwriter that otherwise
      would not be required to be filed by the Company thereunder, but for the
      action of the Underwriter.

            (b) Not to use, refer to or distribute any free writing prospectus
      except:

                  (i) a free writing prospectus that (a) is not an issuer free
            writing prospectus and (b) contains only information describing the
            preliminary terms of the Offered Securities or the offering thereof,
            which information is limited to the categories of terms referenced
            on Schedule II to the Underwriting Agreement or otherwise permitted
            under Rule 134 of the Securities Act;

                  (ii) a free writing prospectus as shall be agreed in writing
            with the Company that is not distributed, used or referred to by
            such Underwriter in a manner reasonably designed to lead to its
            broad unrestricted dissemination (unless the Company consents in
            writing to such dissemination); or

                  (iii) a free writing prospectus identified in Schedule I to
            the Underwriting Agreement as forming part of the Time of Sale
            Prospectus.

      7. Indemnification and Contribution. The Issuers, jointly and severally,
agree to indemnify and hold harmless each Underwriter and each person, if any,
who controls each


                                      -18-


Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus, the Time of Sale Prospectus (as amended or
supplemented), any issuer free writing prospectus that the Issuers have filed or
are required to file under Rule 433(d) under the Securities Act or the
Prospectus (as amended or supplemented), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information furnished to any Issuer in
writing by such Underwriter through the Managers expressly for use therein;
provided, however, that the foregoing indemnity with respect to any preliminary
prospectus, any issuer free writing prospectus, the Time of Sale Prospectus or
the Prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Offered Securities, or any person controlling any such Underwriter, if (a) the
Issuers have notified such Underwriter that any preliminary prospectus, any
issuer free writing prospectus, the Time of Sale Prospectus or the Prospectus
contains an untrue statement of a material fact or an omission to state a
material fact necessary to make the statements therein not misleading, (b) the
Issuers provided a copy of any such preliminary prospectus, issuer free writing
prospectus, Time of Sale Prospectus or Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) correcting such material misstatement or omission to the contact of the
Managers indicated in the notice provision contained in the Underwriting
Agreement sufficiently in advance of first entering into a contract of sale of
Offered Securities with such person (the "TIME OF SALE") so that such
preliminary prospectus, issuer free writing prospectus, Time of Sale Prospectus
or Prospectus (as so amended or supplemented but without reference to documents
incorporated by reference therein) could have been conveyed to such person prior
to the Applicable Time, and (c) the information contained in any such corrected
preliminary prospectus, issuer free writing prospectus, Time of Sale Prospectus
or Prospectus was not delivered by or on behalf of such Underwriter to such
person, if required by law so to have been delivered, at or prior to the Time of
Sale, and if such corrected preliminary prospectus, issuer free writing
prospectus, Time of Sale Prospectus or Prospectus (as so amended or supplemented
but without reference to documents incorporated by reference therein) would have
cured the defect giving rise to such loss, claim, damage or liability.

         Each Underwriter agrees to indemnify and hold harmless each Issuer,
their respective directors and officers who sign the Registration Statement and
each person, if any, who controls an Issuer within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Issuers to such Underwriter, but only with
reference to information relating to such Underwriter furnished to any


                                      -19-


Issuer in writing by such Underwriter through the Managers expressly for use in
the Registration Statement, any preliminary prospectus, the Time of Sale
Prospectus, any issuer free writing prospectus, the Prospectus or any amendment
or supplement thereto.

      In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (hereinafter
called the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (hereinafter called the "indemnifying party") in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party 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 party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees
and expenses of more than one separate firm (in addition to any local counsel)
for all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Underwriters and such control persons of the Underwriters, such firm shall be
designated in writing by the Managers. In the case of any such separate firm for
the Issuers and such directors, officers and controlling persons of the Issuers,
such firm shall be designated in writing by the Issuers. The indemnifying party
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 party agrees to indemnify, to the
extent provided in the two immediately preceding paragraphs, the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

      If the indemnification provided for in the second or third paragraph of
this Section 7 is unavailable to an indemnified party in respect of any losses,
claims, damages or liabilities for which indemnification is provided herein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified


                                      -20-


party 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
Issuers on the one hand and the Underwriters on the other from the offering of
the Offered Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Issuers on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Issuers and the
Underwriters shall be deemed to be in the same respective proportions as the net
proceeds from the offering (before deducting expenses) received by the Issuers
bear to the total underwriting discounts and commissions received by the
Underwriters in respect thereof. The relative fault of the Issuers and the
Underwriters 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
Issuers or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

      The Issuers and the Underwriters 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 Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, the Underwriters shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities underwritten by them and distributed to
the public were offered to the public exceeds the amount of any damages which
the Underwriters have 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 indemnity and contribution agreement contained in this Section 7 and
the representations and warranties of the Company contained in this Agreement
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Underwriters or any person controlling the Underwriters or by or on behalf
of the Issuers, their respective officers or directors or any other person
controlling an Issuer and (iii) acceptance of and payment for any of the Offered
Securities.


                                      -21-


      8. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Managers by notice given by the Managers to the
Issuers, if (a) after the Applicable Time and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by, as
the case may be, the New York Stock Exchange, the American Stock Exchange, or
the National Association of Securities Dealers, Inc., (ii) trading of any
securities of the Company shall have been suspended on the Nasdaq National
Market, (iii) a general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State authorities, or
(iv) there shall have occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis that, in the judgment of
the Managers, is material and adverse and (b) in the case of any of the events
specified in clauses (a)(i) through (iv), such event, singly or together with
any other such event, makes it, in the judgment of the Managers, impracticable
to market the Offered Securities on the terms and in the manner contemplated in
the Time of Sale Prospectus.

      The Issuers will pay and bear all costs and expenses incident to the
performance of its obligations under this Agreement, including (a) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits), as originally filed and as amended, the
preliminary prospectuses, the Time of Sale Prospectus, any free writing
prospectus and the Prospectus and any amendments or supplements thereto, and the
cost of furnishing copies thereto to the Underwriters, (b) the preparation,
printing and distribution of this Agreement, the Senior Indenture, the
Subordinated Indenture, the Warrant Agreement, the Unit Agreement and the
Additional Guarantee, if any, and Blue Sky Memorandum, (c) the delivery of the
Offered Securities to the Underwriters, (d) the reasonable fees and
disbursements of the Issuers' counsel and accountants, (e) the qualification of
the Offered Securities under the applicable state securities or Blue Sky laws in
accordance with Section 5, including filing fees and reasonable fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with any Blue Sky survey and any legal investment survey, (f) all
fees payable to the National Association of Securities Dealers, Inc. in
connection with the review, if any, of the offering of the Securities, (g) any
fees charged by rating agencies for rating the Offered Securities and (h) the
fees and expenses of the Trustee, including the fees and disbursements of
counsel for the Trustee, in connection with the Senior Indenture, the
Subordinated Indenture and the Offered Securities. Except as specifically
provided elsewhere herein, the Underwriters will pay all of their own costs and
expenses, including without limitation the fees and expenses of their counsel
and the expenses of selling presentations.

      If this Agreement shall be terminated by the Underwriters because of any
failure or refusal on the part of the Issuers to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason the
Issuers shall be unable to perform their obligations under this Agreement, the
Company will reimburse the Underwriters for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
the Un-


                                      -22-


derwriters in connection with this Agreement or the offering contemplated
hereunder. This provision shall survive the termination or cancellation of this
Agreement.

      9. Defaulting Underwriters. If on the Closing Date any one or more of the
Underwriters shall fail or refuse to purchase Offered Securities that it has or
they have agreed to purchase on such date, and the aggregate amount of Offered
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate amount of the
Offered Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the amount of Offered Securities set
forth opposite their respective names bears to the aggregate amount of Offered
Securities set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as the Managers may specify, to purchase the
Offered Securities which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on such date; provided that in no event shall the
amount of Offered Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 9 by an amount
in excess of one-ninth of such amount of Offered Securities without the written
consent of such Underwriter. If on the Closing Date any Underwriter or
Underwriters shall fail or refuse to purchase Offered Securities and the
aggregate amount of Offered Securities with respect to which such default occurs
is more than one-tenth of the aggregate amount of Offered Securities to be
purchased on such date, and arrangements satisfactory to the Managers and the
Issuers for the purchase of such Offered Securities are not made within 36 hours
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter or the Issuers. In any such case either the
Managers or the Issuers shall have the right to postpone the Closing Date but in
no event for longer than seven days, in order that the required changes, if any,
in the Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

      10. Counterparts. The Underwriting Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

      11. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

      12. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.