AMENDMENT TO COMPENSATION AGREEMENT
COMCAST CORPORATION AND BRIAN L. ROBERTS
This Amendment is made as of this 18th day of November, 2002, by and between Comcast Corporation, a
Pennsylvania corporation (the "Company"), and Brian L. Roberts ("Roberts"). RECITALS
WHEREAS, Roberts and the Company entered into a Compensation Agreement dated as of June 16, 1998 (the
WHEREAS, the Company desires to modify the provisions of the Agreement concerning the establishment of a
trust as provided therein and other matters; and
WHEREAS, Roberts is agreeable to accepting the Company's proposed modifications to the Agreement;
NOW THEREFORE, in consideration of the foregoing and of the provisions set forth herein, the parties agree as
1. Section 1 of the Agreement is modified by replacing the phrase "June 30, 2003" therein with the phrase "the
date of the Company's 2005 Annual Meeting of Shareholders".
2. Effective as of November 18, 2002, Roberts' Base Salary is increased to $2,000,000 per annum.
Notwithstanding the provisions of the second sentence of
Section 3(a) of the Agreement, the Base Salary shall not be subject to increase on January 1, 2003.
3. The parties acknowledge that the occurrence of the merger (the "Merger") between the Company and a
subsidiary of AT&T Comcast Corporation ("AT&T Comcast") (which, effective immediately following the
consummation of the Merger, is changing its name to "Comcast Corporation"), as contemplated by the
Agreement and Plan of Merger, dated as of
December 19, 2001 (as amended from time to time, the "Merger Agreement"), among the Company, AT&T
Comcast, AT&T Corp., and certain other related parties, will result in a Change of Control as defined in the
Agreement. Pursuant to Section 3(j) of the Agreement, the Company is required, prior to the occurrence of a
Change of Control, to establish the Trust (as defined in the Agreement), and is further required, upon and after
the occurrence of a Change of Control,