<SEQUENCE>4

<FILENAME>comcast10qex10-1.txt

<DESCRIPTION>EX 10.1

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                              CONSULTING AGREEMENT



         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").



                                   WITNESSETH:



         WHEREAS, the Consultant is employed by the Company pursuant to the

Employment Agreement (as defined herein); and



         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.



         (c) "Board" shall mean the Board of Directors of the Company.









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         (d) "Broadband" shall mean AT&T Broadband Corp., a Delaware

corporation.



         (e) "Cause" shall mean:



                  (i) the Consultant is convicted of a felony involving the

         Consultant's moral turpitude; or



                  (ii) the Consultant is guilty of willful gross neglect or

         willful gross misconduct in carrying out his duties under this

         Agreement, resulting, in either case, in material economic harm to the

         Company, unless the Consultant believed in good faith that such act or

         nonact was in the best interests of the Company.



         (f) "Change in Control" shall mean the occurrence of any of the

following events:



                  (i) An acquisition by any individual, entity or group (within

         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange

         Act of 1934 (the "Exchange Act")) (an "Entity") of beneficial ownership

         (within the meaning of Rule 13d-3 promulgated under the Exchange Act)

         of 20% or more of either (A) the then outstanding shares of common

         stock of the Company (the "Outstanding Company Stock") or (B) the

         combined voting power of the then outstanding voting securities of the

         Company entitled to vote generally in the election of directors (the

         "Outstanding Company Voting Securities"); excluding, however, the

         following: (1) any acquisition directly from the Company, other than an

         acquisition by virtue of the exercise of a conversion privilege unless

         the security being so converted was itself acquired directly from the

         Company, (2) any acquisition by the Company, (3) any acquisition by any

         employee benefit plan (or related trust) sponsored or maintained by the

         Company or any corporation controlled by the Company, or (4) any

         acquisition by any corporation pursuant to a transaction which complies

         with clauses (A), (B) and (C) of subsection (iii) of this Section 1(f);



                  (ii) A change in the composition of the Board such that the

         individuals who, as of the effective date of this Agreement, constitute

         the Board (such Board shall be hereinafter referred to as the

         "Incumbent Board") cease for any reason to constitute at least a

         majority of the Board; provided, however, that for purposes of this

         definition, any individual who becomes a member of the Board subsequent

         to the effective date of this Agreement, whose election, or nomination

         for election, by the Company's shareholders was approved by a vote of

         at least a two-thirds majority of those individuals who are members of

         the Board and who were also members of the Incumbent Board (or deemed

         to be such pursuant to this





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         proviso) shall be considered as though such individual were a member of

         the Incumbent Board; and provided, further however, that any such

         individual whose initial assumption of office occurs as a result of or

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