AT&T BROADBAND CORP.
Section 1. Background and Purpose. (a) Pursuant to the Merger Agreement, the Employee Benefits Agreement
and related agreements, the Company will be separated from AT&T Corp. and immediately thereafter will
become a wholly owned subsidiary of AT&T Comcast Corporation ("AT&T Comcast"). In that connection, the
Pre-Distribution Awards will be converted into and replaced by awards governed by this AT&T Broadband
Corp. Adjustment Plan (the "Plan").
(b) This Plan is the Broadband Adjustment Plan as defined in, and required to be adopted by, the Employee
Benefits Agreement. The only Awards that may be granted hereunder are the Awards that replace the Pre-
Distribution Awards as set forth in Section 1(a) above, and the purpose of this Plan is to provide for the terms,
conditions and administration of these Awards. In connection with its assumption of the Awards in accordance
with Section 4.02(g) of the Merger Agreement, except as provided in Section 6(c) of the plan, AT&T Comcast
shall assume all obligation and liability under the Plan and with respect to all such Awards.
(c) This Plan has been adopted by the Company on November 14, 2002, and approved by AT&T Corp. as the
Company's sole shareholder on November 14, 2002, to become effective as set forth in Section 12. AT&T
Comcast shall adopt this Plan in connection with its assumption of the Awards in accordance with Section 4.02
(g) of the Merger Agreement.
Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
(a) "AT&T Comcast" shall have the meaning given in Section 1(a).
(b) "AT&T Comcast Board" shall mean the Board of Directors of AT&T Comcast.
(c) "AT&T Restricted Stock" shall have the meaning given in Section 6(a).
(d) "AT&T Shares" shall mean the common stock, par value $1.00 per share, of AT&T Corp.
(e) "AT&T Stock Units" shall have the meaning given in Section 7(a).
(f) "Award" shall mean any Option, Restricted Stock, AT&T Res