CONSULTING AGREEMENT ("Agreement"), made as of May 26, 2004, by and between Comcast
Corporation, a Pennsylvania corporation (together with its successors and assigns permitted under this
Agreement, the "Company"), and C. Michael Armstrong (the "Consultant").
WHEREAS, the Consultant is employed by the Company pursuant to the Employment Agreement (as defined
WHEREAS, the Consultant has elected to retire from his position as Non-Executive Chairman of the Board and
to retire from employment with the Company, effective May 26, 2004; and
WHEREAS, the Company desires to retain the benefit of the Consultant's knowledge and experience by
retaining the Consultant, and the Consultant desires to accept such position, for the term and upon the other
conditions hereinafter set forth; and
WHEREAS, in connection with Consultant's retirement from his position as Non-Executive Chairman of the
Board and retirement from employment with the Company, the parties desire to supersede and replace the
Employment Agreement with this Agreement; and
WHEREAS, concurrent with the execution of this Agreement, the parties shall also execute the First Amendment
to the Consulting Agreement, dated as of the date hereof (the "First Amendment"), which shall govern the terms
under which Consultant may defer certain compensation received under this Agreement, as more fully provided
for in the First Amendment.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and for other
good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the
Consultant (individually a "Party" and together the "Parties") agree as follows:
Section 1 . Definitions.
(a) "Affiliate" of a person or other entity shall mean a person or other entity that directly or indirectly controls, is
controlled by, or is under common control with the person or other entity specified.
(b) "AT&T" shall mean AT&T Corp., a New York corporation.