PROGRAM AGREEMENT

between

COMCAST CORPORATION

and

JPMORGAN CHASE BANK,

relating to the

STOCK OPTION LIQUIDITY PROGRAM OF

COMCAST CORPORATION

dated as of

October 4, 2004

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PROGRAM AGREEMENT

     Program Agreement dated as of October 4, 2004 between Comcast Corporation, a Pennsylvania corporation (the Company) and JPMorgan Chase Bank (the Bank):

     WHEREAS, the Company proposes to establish a stock option liquidity program for certain stock options exercisable for common stock of the Company (the Option Liquidity Program), on the terms and subject to the conditions set forth in the Notice to Eligible Optionees of Stock Option Liquidity Program (the Notice of Option Liquidity Program) and the related Election Form (the Election Form), copies of which in substantially similar form will be made available to eligible participants of the Option Liquidity Program of the Company in paper form and are attached hereto as Exhibits A and B, respectively, which, together with any other documents, materials or filings generally distributed to the eligible participants of the Option Liquidity Program relating to the Option Liquidity Program (other than the Transaction Agreements (as defined below)), all as amended or supplemented from time to time in accordance with the terms hereof, are referred to herein as the Transaction Disclosure Materials;

     WHEREAS, concurrently with the execution of this Agreement, the Company, the Bank and JPMSI (as defined below) shall execute and deliver the Registration Agreement (as amended from time to time, the Registration Agreement) dated as of the date hereof, among the Company, the Bank and JPMSI (the Registration Agreement, together with this Agreement and the Confirmation (as defined below), the Transaction Agreements, and the Transaction Agreements, together with the Transaction Disclosure Materials, the Transaction Documents); and

     WHEREAS, the Company and the Bank wish to provide for certain matters relating to the Option Liquidity Program:

     NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, the Company and the Bank hereby agree as follows:

      1.     Certain Terms. The following terms, as used herein, shall have the following meanings:

      Adjustment Date shall have meaning set forth in Section 18(c)(i).

     Aggregate Cash Payment shall have the meaning set forth in Section 5.

     Aggregate Interest Rate Hedge Amount means the aggregate sum of all Interest Rate Hedge Amounts.

     "Archipelago" means the Archipelago Exchange.

     Available Trading Day means a Trading Day on which (i) there is no Market Disruption, (ii) no Registration Unavailability Event shall have occurred and be continuing and (iii) there is no Bring-down Event.

     Average Closing Price means, as to a class of Common Stock, the arithmetic average (rounded up to the nearest 1/10,000 of a dollar) of the Closing Prices of such class of Common Stock for every Available Trading Day during the Averaging Period.

     Average Closing Price Report shall have the meaning set forth in Section 3(b).

     Averaging Period means the period (x) beginning on and including the first Available Trading Day after the earlier of (i) the Final Report Date and (ii) a prior date after the Election Deadline on which a Final Tabulation Report was transmitted to the Bank prior to 5:00 p.m. (New York time) and otherwise in conformance with Section 2, and (y) ending on and including the earlier of (i) the Averaging Period Outside Date and (ii) the 10th consecutive Available Trading Day.

     Averaging Period Deficiency means that the Averaging Period consists of three or fewer Available Trading Days.

     "Averaging Period Outside Date" means December 9, 2004.

     Bank Unavailability Notice means a written notice delivered to the Company by the Bank pursuant to Section 11(g) indicating that the Bank has received an Outside Counsel Notification.

     Bring-down Event means a failure by the Company or outside counsel for the Company, on any Trading Day during the Averaging Period, to deliver to the Bank as promptly as practicable but in any event prior to 9:00 a.m. (New York time) on such Trading Day (if requested prior to 8:00 p.m. (New York time) on the immediately prior Trading Day), upon a request by the Bank pursuant to Section 6(d) of the Registration Agreement, a bring-down letter in the form of Annex E to the Registration Agreement; provided that the Bank may waive the requirement of such bring-down letter in its sole discretion.

     Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in U.S. Dollars in New York City.

     "CBOE" means the Chicago Board Options Exchange.

     Clear Available Trading Day means an Available Trading Day on which a Bank Unavailability Notice has not been delivered.

     Closing shall have the meaning set forth in Section 9(a).

     Closing Date shall have the meaning set forth in Section 9(a).

     Closing Price means, with respect to the relevant class of Common Stock on any Trading Day, the NASDAQ Official Closing Price (NOCP) on such Trading Day.

     Common Stock means either the Class A common stock of the Company, par value $0.01 per share or the Class A special common stock of the Company, par value $0.01 per share, as the context requires.

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