[COMPOSITE COPY REFLECTING
                                                      FIRST AMENDMENT]





                            ASSET EXCHANGE AGREEMENT




                           dated as of August 11, 2000



                                      among



                        AT&T CORP. AND THE AT&T PARTIES,
                                 on the one hand



                                       and



                  COMCAST CORPORATION AND THE COMCAST PARTIES,
                                on the other hand



<PAGE>
                                Table of Contents

                                                                            Page
                                                                            ----

1.       DEFINITIONS...........................................................1
         1.1.     1992 Cable Act...............................................1
         1.2.     Affiliate....................................................1
         1.3.     Agreement....................................................1
         1.4.     Assets.......................................................1
         1.5.     AT&T Assets..................................................2
         1.6.     AT&T Entities................................................2
         1.7.     AT&T Required Consents.......................................2
         1.8.     AT&T's Cable Business........................................2
         1.9.     Basic Services...............................................3
         1.10.    Books and Records............................................3
         1.11.    Business Day.................................................3
         1.12.    Cable Act....................................................3
         1.13.    Cable Business...............................................3
         1.14.    Closing......................................................3
         1.15.    Closing Time.................................................3
         1.16.    Comcast Assets...............................................3
         1.17.    Comcast Entities.............................................4
         1.18.    Comcast Required Consents....................................4
         1.19.    Comcast's Cable Business.....................................4
         1.20.    Communications Act...........................................4
         1.21.    Contract.....................................................4
         1.22.    Deposits.....................................................4
         1.23.    Documented Employee Performance Case.........................4
         1.24.    Environmental Law............................................5
         1.25.    Equivalent Basic Subscriber..................................5
         1.26.    ERISA........................................................6
         1.27.    ERISA Affiliate..............................................6
         1.28.    Expanded Basic Services......................................6
         1.29.    FCC..........................................................6
         1.30.    Financial Statements.........................................6
         1.31.    Governmental Authority.......................................6
         1.32.    Hazardous Substances.........................................7
         1.33.    Hired Employee...............................................7
         1.34.    Hiring Party.................................................7
         1.35.    HSR Act......................................................7
         1.36.    Intellectual Property........................................7
         1.37.    Judgment.....................................................7
         1.38.    Knowledge....................................................7
         1.39.    Leased Property..............................................8
         1.40.    Legal Requirement............................................8
         1.41.    Lien.........................................................8

                                       i
<PAGE>

         1.42.    Litigation...................................................8
         1.43.    Losses.......................................................8
         1.44.    MVPD.........................................................8
         1.45.    Net Transferee Party.........................................8
         1.46.    Net Transferor Party.........................................8
         1.47.    Net Working Capital Adjustment Amount Transferee Party.......9
         1.48.    Net Working Capital Adjustment Amount Transferor Party.......9
         1.49.    OSHA.........................................................9
         1.50.    Other Employees..............................................9
         1.51.    Other Intangibles............................................9
         1.52.    Other Real Property Interests................................9
         1.53.    Owned Property...............................................9
         1.54.    Parent.......................................................9
         1.55.    Parties......................................................9
         1.56.    Pay TV.......................................................9
         1.57.    Permitted Liens..............................................9
         1.58.    Person......................................................10
         1.59.    Required Consents...........................................10
         1.60.    Senior Managers.............................................10
         1.61.    Service Area................................................10
         1.62.    Six-Month Date..............................................10
         1.63.    System......................................................10
         1.64.    Systems Contracts...........................................10
         1.65.    Systems Franchises..........................................10
         1.66.    Systems Licenses............................................10
         1.67.    Tangible Personal Property..................................11
         1.68.    Taxes.......................................................11
         1.69.    Third Party.................................................11
         1.70.    Transaction Documents.......................................11
         1.71.    Transfer Taxes..............................................11
         1.72.    Transferable Service Area...................................11
         1.73.    Transferee..................................................11
         1.74.    Transferor..................................................11
         1.75.    Other Definitions...........................................11
         1.76.    Usage.......................................................15

2.       EXCHANGE.............................................................15
         2.1.     Definition of Parties and Systems...........................15
         2.2.     Exchange of Assets..........................................16
         2.3.     Method of Exchange..........................................17
         2.4.     Cooperation in Structuring Exchange.........................17

3.       CONSIDERATION........................................................18
         3.1.     Calculation of Values; Payment of Additional
                  Consideration...............................................18
         3.2.     Working Capital Adjustment..................................22
         3.3.     Determination of Working Capital Adjustment Amount..........23

                                      -ii-


<PAGE>

         3.4.     Determination of Final System Values and Working
                  Capital Adjustment Amounts..................................23
         3.5.     Allocation of Value.........................................24

4.       ASSUMED LIABILITIES AND EXCLUDED ASSETS..............................24
         4.1.     AT&T Assumed Obligations and Liabilities....................24
         4.2.     AT&T Excluded Assets........................................25
         4.3.     Comcast Assumed Obligations and Liabilities.................26
         4.4.     Comcast Excluded Assets.....................................27

5.       COMCAST CORPORATION'S REPRESENTATIONS AND WARRANTIES.................29
         5.1.     Organization and Qualification..............................29
         5.2.     Authority and Validity......................................29
         5.3.     No Conflict; Required Consents..............................29
         5.4.     Assets......................................................30
         5.5.     Comcast Systems Franchises, Comcast Systems Licenses,
                  Comcast Systems Contracts and Comcast Other Real
                  Property Interests..........................................31
         5.6.     Real Property...............................................34
         5.7.     Environmental...............................................34
         5.8.     Compliance with Legal Requirements..........................36
         5.9.     Intellectual Property.......................................38
         5.10.    Financial Statements........................................39
         5.11.    Absence of Certain Changes or Events........................39
         5.12.    Litigation..................................................39
         5.13.    Tax Returns; Other Reports..................................39
         5.14.    Employment Matters..........................................40
         5.15.    Comcast Systems Information.................................41
         5.16.    Taxpayer Identification Number..............................42
         5.17.    Finders and Brokers.........................................42
         5.18.    Related-Party Transactions..................................42
         5.19.    Bonds.......................................................42
         5.20.    Undisclosed Material Liabilities............................42
         5.21.    Comcast Designated LLCs.....................................42

6.       AT&T CORP.'S REPRESENTATIONS AND WARRANTIES..........................43
         6.1.     Organization and Qualification..............................43
         6.2.     Authority and Validity......................................43
         6.3.     No Conflict; Required Consents..............................44
         6.4.     Assets......................................................44
         6.5.     AT&T Systems Franchises, AT&T Systems Licenses,
                  AT&T Systems Contracts and AT&T Other Real Property
                  Interests...................................................45
         6.6.     Real Property...............................................48
         6.7.     Environmental...............................................48
         6.8.     Compliance with Legal Requirements..........................50
         6.9.     Intellectual Property.......................................52

                                     -iii-

<PAGE>

         6.10.    Financial Statements........................................53
         6.11.    Absence of Certain Changes or Events........................53
         6.12.    Litigation..................................................53
         6.13.    Tax Returns; Other Reports..................................54
         6.14.    Employment Matters..........................................54
         6.15.    AT&T Systems Information....................................55
         6.16.    Taxpayer Identification Number..............................56
         6.17.    Finders and Brokers.........................................56
         6.18.    Related-Party Transactions..................................56
         6.19.    Bonds.......................................................56
         6.20.    Undisclosed Material Liabilities............................56
         6.21.    AT&T Designated LLCs........................................57

7.       ADDITIONAL COVENANTS.................................................57
         7.1.     Access to Premises and Records..............................57
         7.2.     Continuity and Maintenance of Operations; Certain
                  Deliveries and  Notice......................................57
         7.3.     Employees...................................................60
         7.4.     Leased Vehicles; Other Capital Leases.......................66
         7.5.     Required Consents; Franchise Renewal........................66
         7.6.     Title Commitments and Surveys...............................69
         7.7.     HSR Act Notification........................................69
         7.8.     Sales and Transfer Taxes....................................70
         7.9.     Programming.................................................70
         7.10.    Retention of Books and Records..............................70
         7.11.    Use of Name and Logo........................................71
         7.12.    Transitional Billing Services...............................71
         7.13.    Confidentiality and Publicity...............................71
         7.14.    Bulk Transfer...............................................72
         7.15.    Lien Searches...............................................72
         7.16.    Reasonable Best Efforts; Further Assurances.................72
         7.17.    Cooperation as to Rates.....................................73
         7.18.    Cooperation as to Late Fee Cases............................74
         7.19.    Distant Broadcast Signals...................................75
         7.20.    Offers......................................................75
         7.21.    [Intentionally Omitted].....................................75
         7.22.    Cooperation with Financial Statements.......................75
         7.23     Accounts Payable and Franchise Fees.........................76
         7.24.    Termination of Certain Affiliate Contracts..................76
         7.25     Capital Management Committee................................76
         7.26     INET........................................................76

8.       CONDITIONS PRECEDENT.................................................76
         8.1       [Intentionally Omitted]....................................76
         8.2.     Conditions to Comcast's Obligations.........................76
         8.3.     Conditions to AT&T's Obligations............................77

                                      -iv-
<PAGE>

9.       THE CLOSING..........................................................79
         9.1.     The Closing; Time and Place.................................79
         9.2.     AT&T's Delivery Obligations.................................79
         9.3.     Comcast's Delivery Obligations..............................80

10.      TERMINATION AND DEFAULT..............................................81
         10.1.    Termination Events..........................................81
         10.2.    Effect of Termination.......................................82

11.      SURVIVAL; INDEMNIFICATION............................................82
         11.1.    Indemnification by the AT&T Entities........................82
         11.2.    Indemnification by the Comcast Entities.....................82
         11.3.    Third Party Claims..........................................83
         11.4.    Limitations on Indemnification..............................84
         11.5.    Payments for Indemnification Amounts........................85
         11.6.    Exclusive Remedy............................................85

12.      MISCELLANEOUS PROVISIONS.............................................85
         12.1.    Parties Obligated and Benefited.............................85
         12.2.    Notices.....................................................86
         12.3.    Right to Specific Performance...............................87
         12.4.    Waiver......................................................87
         12.5.    Captions....................................................87
         12.6.    Governing Law...............................................87
         12.7.    Time........................................................87
         12.8.    Late Payments...............................................87
         12.9.    Counterparts................................................87
         12.10.   Entire Agreement............................................87
         12.11.   Severability................................................88
         12.12.   Construction................................................88
         12.13.   Expenses....................................................88
         12.14.   Risk of Loss................................................88
         12.15.   Tax Consequences............................................89
         12.16.   Jurisdiction................................................89
         12.17.   Waiver of Jury Trial........................................89


                                      -v-
<PAGE>

                            ASSET EXCHANGE AGREEMENT


         THIS ASSET EXCHANGE  AGREEMENT (this  "Agreement") is made as of August
11, 2000, by and among AT&T CORP.  and the AT&T Parties (as defined  below),  on
the one hand,  and  COMCAST  CORPORATION  and the  Comcast  Parties  (as defined
below), on the other hand.


                                    RECITALS

         A.    AT&T Corp.  and Comcast  Corporation  have  entered into a letter
agreement,  dated May 4, 1999, as amended, providing for, among other things, an
exchange of cable television systems (the "Letter Agreement").

         B.    The  purpose  of this  Agreement  is to set forth the  definitive
terms upon which such exchange will take place.

         C.    AT&T Corp.,  MediaOne Group, Inc.  ("MediaOne  Group") and Meteor
Acquisition, Inc. ("Meteor") entered into an Agreement and Plan of Merger, dated
as of May 6, 1999,  pursuant to which MediaOne Group merged with and into Meteor
on June 15, 2000.

                                   AGREEMENTS

         In  consideration  of the covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:

1.       DEFINITIONS.  In  addition  to the  terms  defined  elsewhere  in  this
Agreement,  the following  capitalized  terms or terms otherwise defined in this
Article 1 shall have the meanings set forth below:

         1.1.  1992 Cable Act.  The Cable  Television  Consumer  Protection  and
Competition Act of 1992, as amended,  and the rules and regulations  promulgated
thereunder.

         1.2.  Affiliate.   With  respect  to  any  Person,   any  other  Person
controlling,  controlled by or under common control with such Person. As used in
this Agreement, "control" means the ownership, directly or indirectly, of voting
securities representing the right generally to elect a majority of the directors
(or similar officials) of a Person or the possession,  by contract or otherwise,
of the authority to direct the management and policies of a Person. For purposes
of  this  Agreement   (except  Section  6.18),  At  Home   Corporation  and  its
subsidiaries  and Liberty Media  Corporation  and its  subsidiaries  will not be
treated as Affiliates of the AT&T Entities.

         1.3.  Agreement.  This Asset Exchange  Agreement,  as it may be amended
from time to time.

         1.4.  Assets.  The AT&T  Assets or the Comcast  Assets,  as the context
requires.

<PAGE>

         1.5.  AT&T Assets. All of the AT&T Parties' or their Affiliates' right,
title and  interest in the assets,  privileges,  contracts,  licenses,  permits,
franchises, authorizations, rights, interests, claims and other properties, real
and  personal,  tangible  and  intangible,  of every type and  description,  (a)
primarily held for,  primarily used in or primarily  necessary for, AT&T's Cable
Business,  (b) in which any AT&T Party or its Affiliate has any right,  title or
interest and (c) that are not AT&T  Excluded  Assets,  including  the  following
items that are within the foregoing definition:

               (1)  Tangible   Personal   Property  ("AT&T   Tangible   Personal
Property");

               (2)  Owned Property ("AT&T Owned Property");

               (3)  Leased Property ("AT&T Leased Property");

               (4) Other Real  Property  Interests  ("AT&T  Other Real  Property
Interests");

               (5)  Systems Franchises ("AT&T Systems Franchises");

               (6)  Systems Licenses ("AT&T Systems Licenses");

               (7)  Systems Contracts ("AT&T Systems Contracts");

               (8)  Books and Records ("AT&T Books and Records");

               (9)  Other Intangibles ("AT&T Other Intangibles"); and

               (10) AT&T Designated LLC Interests.

         1.6.  AT&T Entities. AT&T Corp. and the AT&T Parties.

         1.7.  AT&T Required Consents. Any and all consents,  authorizations and
approvals  under  or in  connection  with the AT&T  Assets  (including  the AT&T
Systems Franchises, the AT&T Systems Licenses and the AT&T Systems Contracts) or
any  Contract,  Lien or Legal  Requirement  by which any AT&T Party,  any of its
Affiliates  or their  respective  Assets are bound,  required  (a) for each AT&T
Party to transfer its Assets to the applicable  Comcast Parties pursuant to this
Agreement,  (b) for the applicable  Comcast Parties to operate the AT&T Systems,
and to own,  lease,  use and operate the AT&T Assets and the AT&T Systems at the
places and in the manner in which the AT&T Assets are used and the AT&T  Systems
are operated as of the date of this Agreement and as of the Closing, (c) for the
applicable  Comcast  Parties to assume and perform the AT&T Systems  Franchises,
the AT&T Systems  Licenses,  the AT&T Systems  Contracts and the Comcast Assumed
Obligations and Liabilities, or (d) for the representations set forth in Section
6.3 to be true as if made at Closing  disregarding  any  exceptions  thereto set
forth on Schedule 6.3 and disregarding the Material Adverse Effect exception set
forth therein.

         1.8.  AT&T's Cable Business.  The cable television business and related
or  ancillary  businesses  (including  advertising  sales and the  provision  of
Internet, wireline telephony and high-speed data services) conducted by the AT&T
Parties and their Affiliates through or in connection with the AT&T Systems.

                                      -2-
<PAGE>

         1.9.  Basic Services. The lowest tier of service offered to subscribers
of a System.

         1.10. Books  and  Records.  All  engineering   records,   files,  data,
drawings, blueprints,  schematics,  reports, lists, plans and processes, and all
other files of  correspondence,  lists,  records and  reports,  including  those
concerning  subscribers and prospective  subscribers of the applicable  Systems,
signal and program  carriage and dealings  with  Governmental  Authorities  with
respect to the applicable  Systems,  including all reports filed with respect to
the applicable Systems with the FCC and statements of account filed with respect
to the  applicable  Systems with the U.S.  Copyright  Office,  but excluding all
documents, reports and records relating to the System Employees.

         1.11. Business  Day. Any day other than a Saturday,  Sunday or a day on
which the banking  institutions  in New York,  New York or Denver,  Colorado are
required to be closed.

         1.12. Cable  Act.  The  Cable  Communications  Policy  Act of 1984,  as
amended, and the rules and regulations promulgated thereunder.

         1.13. Cable   Business.   AT&T's  Cable  Business  or  Comcast's  Cable
Business, as the context requires.

         1.14. Closing. The closing of the Swap contemplated by this Agreement.

         1.15. Closing Time. 11:59 p.m., local time at the place of the Closing,
on the Closing Date.

         1.16. Comcast Assets.  All of the Comcast Parties' or their Affiliates'
right,  title and  interest  in the  assets,  privileges,  contracts,  licenses,
permits,  franchises,   authorizations,  rights,  interests,  claims  and  other
properties,  real and  personal,  tangible  and  intangible,  of every  type and
description,  (a) primarily held for, primarily used in, or primarily  necessary
for,  Comcast's Cable Business,  (b) in which any Comcast Party or its Affiliate
has any right,  title or interest and (c) that are not Comcast  Excluded Assets,
including the following items that are within the foregoing definition:

               (1)  Tangible  Personal  Property   ("Comcast  Tangible  Personal
                    Property");

               (2)  Owned Property ("Comcast Owned Property");

               (3)  Leased Property ("Comcast Leased Property");

               (4)  Other Real Property Interests  ("Comcast Other Real Property
                    Interests");

               (5)  Systems Franchises ("Comcast Systems Franchises");

               (6)  Systems Licenses ("Comcast Systems Licenses");

               (7)  Systems Contracts ("Comcast Systems Contracts");


                                      -3-
<PAGE>

               (8)  Books and Records ("Comcast Books and Records");

               (9)  Other Intangibles ("Comcast Other Intangibles"); and

               (10) Comcast Designated LLC Interests.

         1.17. Comcast Entities. Comcast Corporation and the Comcast Parties.

         1.18. Comcast Required Consents.  Any and all consents,  authorizations
and approvals  under or in connection  with the Comcast  Assets  (including  the
Comcast  Systems  Franchises,  Comcast  Systems  Licenses  and  Comcast  Systems
Contracts)  or any  Contract,  Lien or Legal  Requirement  by which any  Comcast
Party, any of its Affiliates or their respective Assets are bound,  required (a)
for each  Comcast  Party to transfer its Assets to the  applicable  AT&T Parties
pursuant to this  Agreement,  (b) for the applicable AT&T Parties to operate the
Comcast  Systems,  and to own, lease, use and operate the Comcast Assets and the
Comcast  Systems at the places and in the manner in which the Comcast Assets are
used and the Comcast  Systems are operated as of the date of this  Agreement and
as of the Closing, (c) for the applicable AT&T Parties to assume and perform the
Comcast Systems  Franchises,  the Comcast Systems Licenses,  the Comcast Systems
Contracts  and the AT&T  Assumed  Obligations  and  Liabilities,  or (d) for the
representations  set  forth  in  Section  5.3 to be true  as if made at  Closing
disregarding  any exceptions  thereto set forth on Schedule 5.3 and disregarding
the Material Adverse Effect exception set forth therein.

         1.19. Comcast's  Cable  Business.   The cable  television  business and
related or ancillary businesses  (including  advertising sales and the provision
of Internet,  wireline telephony and high-speed data services)  conducted by the
Comcast Parties and their  Affiliates  through or in connection with the Comcast
Systems.

         1.20. Communications  Act.  The Communications Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         1.21. Contract. Any contract, mortgage, deed of trust, bond, indenture,
lease, license, note, franchise,  certificate,  option,  warrant, right or other
instrument, document, obligation or agreement, whether written or oral.

         1.22. Deposits.   With  respect to any System,  all monies which are on
deposit  with  Third  Parties  as of the  Closing  Time  for  the  account  of a
Transferor,  or as security  for such  party's  performance  of its  obligations
(other than (i) any deposits which are AT&T or Comcast  Excluded Assets and (ii)
other  deposits  to the extent the benefit of which will not be  available  to a
Transferee  following the Closing),  including  deposits on real property leases
and deposits for utilities.

         1.23.  Documented Employee Performance Case. Any Other Employee who has
(a) received a written  performance  warning during the period beginning six (6)
months before the date hereof and ending on the Closing Date, (b) had any active
involvement  in a  formal  performance  monitoring  program  during  the  period
beginning  six (6) months  before the date hereof and ending on the Closing Date
or  (c)  been  designated  by  Transferee  as  a  possible

                                      -4-
<PAGE>

Documented  Employee  Performance Case after its review of the personnel records
during the period  beginning six (6) months before the date hereof and ending on
the Closing Date.

         1.24. Environmental Law. Any Legal Requirement relating to pollution or
the protection of human health and safety or the environment,  including CERCLA,
OSHA and RCRA.

         1.25. Equivalent  Basic  Subscriber.   An  active  customer  for  Basic
Services  either  in a single  household,  a  commercial  establishment  or in a
multi-unit dwelling (including a hotel unit); provided, however, that the number
of customers in a multi-unit  dwelling or commercial  establishment that obtains
service  on a  "bulk-rate"  basis  shall be  determined  by  dividing  the gross
bulk-rate  billings for both (i) Basic Services and (ii) Expanded Basic Services
(but not billings from new product tiers ("Enhanced Services"), a la carte tiers
(including  pay per view  services),  premium  services,  installation  or other
non-recurring charges,  converter rental, or from any outlet or connection other
than such  customer's  first or from any  pass-through  charges for sales Taxes,
line-itemized  franchise  fees, late fees, fees charged by the FCC and the like)
attributable to such multi-unit dwelling or commercial  establishment during the
most recent billing period ended prior to the date of calculation (but excluding
billings in excess of a single month's  charge) by the  predominant  retail rate
charged in that franchise area by a System (or headend, as applicable) as of May
4, 1999 to individual  households for combined Basic Services and Expanded Basic
Services (excluding Enhanced Services,  a la carte tiers (including pay per view
services),  premium  services,   installation  or  other  nonrecurring  charges,
converter  rental,  or from any outlet or connection  other than such customer's
first or from any pass-through charges for sales Taxes,  line-itemized franchise
fees,  late fees,  fees  charged by the FCC and the like).  Notwithstanding  the
foregoing,  for  purposes of this  definition,  (A) the number of customers of a
Comcast Entity for a multi-unit dwelling or commercial  establishment  receiving
Basic Services,  but not Expanded Basic Services and/or Enhanced Services,  that
obtains  such Basic  Services  on a  "bulk-rate"  basis shall be  determined  by
dividing the gross bulk-rate  billings for Basic Services (but not billings from
Expanded Basic Services,  Enhanced Services, a la carte tiers (including pay per
view services),  premium services,  installation or other non-recurring charges,
converter  rental,  or from any outlet or connection  other than such customer's
first or from any pass-through  charges for sales Taxes, line itemized franchise
fees,  late fees,  fees  charged by the FCC and the like)  attributable  to such
multi-unit dwelling or commercial  establishment  during the most recent billing
period ended prior to the date of calculation (but excluding  billings in excess
of a single  month's  charge) by the  predominant  retail  rate  charged in that
franchise  area by a System (or  headend,  as  applicable)  as of May 4, 1999 to
individual  households for Basic Services  (excluding  Expanded Basic  Services,
Enhanced Services,  a la carte tiers (including pay per view services),  premium
services, installation or other non-recurring charges, converter rental, or from
any  outlet  or  connection  other  than  such  customer's  first  or  from  any
pass-through charges for sales Taxes,  line-itemized  franchise fees, late fees,
fees charged by the FCC and the like);  provided that the alternative  method of
calculation  set forth in this  clause (A) shall be  applied to the extent  such
method  results  in  no  more  than  1,000  Equivalent  Basic  Subscribers  and,
thereafter,  the method set forth in the  previous  sentence  shall apply to the
remaining  gross bulk-rate  billings for the multi-unit  dwellings or commercial
establishments  of the Comcast  Entities that are receiving Basic Services,  but
not Expanded Basic Services and/or Enhanced Services; and (B) in cases where the
Comcast Entity has Basic Services, Expanded Basic Services and Enhanced Services
in a franchise  area,  the number of customers for each  multi-unit  dwelling or
commercial

                                      -5-
<PAGE>

establishment  in such  franchise area shall be determined by dividing the gross
bulk-rate billings for such multi-unit dwelling or commercial  establishment for
(i) Basic  Services,  (ii) Expanded Basic  Services and (iii) Enhanced  Services
(but not  billings  from a la carte  tiers  (including  pay per view  services),
premium services, installation or other non-recurring charges, converter rental,
or from any outlet or connection  other than such  customer's  first or from any
pass-through charges for sales Taxes,  line-itemized  franchise fees, late fees,
fees charged by the FCC and the like)  attributable to such multi-unit  dwelling
or commercial establishment during the most recent billing period ended prior to
the date of calculation  (but  excluding  billings in excess of a single month's
charge) by the  predominant  retail  rate  charged in that  franchise  area by a
System (or headend,  as applicable)  as of May 4, 1999 to individual  households
for the combined Basic Services,  Expanded Basic Services and Enhanced  Services
being  provided  to  such  multi-unit   dwelling  or  commercial   establishment
(excluding a la carte tiers (including pay per view services), premium services,
installation  or other  non-recurring  charges,  converter  rental,  or from any
outlet or connection  other than such customer's  first or from any pass-through
charges for sales Taxes,  line-itemized  franchise fees, late fees, fees charged
by the FCC and the like). For purposes of this definition,  an "active customer"
shall mean any person,  commercial  establishment or multi-unit  dwelling at any
given time that is paying for and receiving  Basic  Services (or Basic  Services
and one or more other services) from a System.  For purposes of this definition,
an "active  customer" does not include any person,  commercial  establishment or
multi-unit dwelling that, as of the date of calculation,  has never paid in full
the  applicable  System's  regular  basic  monthly  subscription  rate for Basic
Services (excluding installation or other nonrecurring charges) without discount
(other than  discounts  offered  pursuant to selling or  marketing  campaigns or
promotional  activities  engaged  in by such  System in the  ordinary  course of
business,  consistent with past  practices,  and other than bulk accounts paying
the contract rate) for at least one month.

         1.26.  ERISA. The Employee  Retirement  Income Security Act of 1974, as
amended,  and the rules and  regulations  promulgated  thereunder  and published
interpretations with respect thereto.

         1.27. ERISA Affiliate. As to any Person, any trade or business, whether
or not incorporated,  which, together with such Person, would be deemed a single
employer within the meaning of Section 4001 of ERISA.

         1.28. Expanded Basic Services.   Any video programming  provided over a
cable television  system,  regardless of service tier, other than Basic Services
and Pay TV.

         1.29. FCC. The U.S. Federal Communications Commission.

         1.30. Financial  Statements.  The  AT&T  Financial  Statements  or  the
Comcast Financial Statements, as the context requires.

         1.31. Governmental Authority.  The United States of America, any state,
commonwealth,  territory or  possession  of the United States of America and any
political  subdivision  or  quasi-governmental  authority  of any  of the  same,
including  any  court,  tribunal,   quasi-governmental  authority,   department,
commission, board, bureau, agency, body, county, municipality, province, parish,
or other instrumentality of any of the foregoing.

                                      -6-
<PAGE>

         1.32.  Hazardous  Substances.  Any  pollutant,  contaminant,  chemical,
industrial,  toxic, or hazardous substance,  material or waste that is regulated
under, or forms the basis for liability under, any Environmental  Law, including
(a) any  petroleum  or  petroleum  compounds  (refined  or crude),  derivatives,
byproducts or other hydrocarbons, flammable substances, explosives, radioactive,
toxic,  ignitable,  corrosive or reactive  materials  or any other  materials or
pollutants which pose a significant  hazard or potential  significant  hazard to
the environment or Persons; (b) any "hazardous waste" as defined by the Resource
Conservation  and  Recovery  Act of 1976 as amended  on or prior to the  Closing
Date, and the rules and regulations  promulgated  thereunder ("RCRA") (42 U.S.C.
Section  6901);  (c) any "hazardous  substance" as defined by the  Comprehensive
Environmental Response,  Compensation and Liability Act of 1980 as amended on or
prior to the Closing Date, and the rules and regulations  promulgated thereunder
("CERCLA") (42 U.S.C.  Section 9601 et seq.); (d) any substance regulated by the
Toxic  Substances  Control  Act  (42  U.S.C.   Section  2601  et  seq.)  or  the
Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seq.), each,
as  amended  on or prior to the  Closing  Date,  and the rules  and  regulations
promulgated thereunder; (e) asbestos or asbestos-containing material of any kind
or character; (f) polychlorinated  biphenyls; (g) any substances regulated under
the provisions of Subtitle I of RCRA relating to underground  storage tanks; (h)
any materials or substances designated as "hazardous substances" pursuant to the
Clean Water Act, and the rules and regulations promulgated thereunder (33 U.S.C.
Section 1251 et seq.); (i) any substance the presence, use, handling, treatment,
storage or disposal of which is regulated  or  prohibited  by any  Environmental
Law; and (j) any other substance which by any Environmental Law requires special
handling,  reporting  or  notification  of  any  Governmental  Authority  in its
collection, storage, use, treatment or disposal.

         1.33. Hired  Employee.   Any System Employee who is offered and accepts
employment by the Transferee or its Affiliate pursuant to Section 7.3.

         1.34. Hiring Party. Each entity that employs a Hired Employee as of the
Closing Date pursuant to Section 7.3.

         1.35. HSR Act.  The  Hart-Scott-Rodino  Antitrust  Improvements  Act of
1976, as amended, and the rules and regulations promulgated thereunder.

         1.36. Intellectual  Property.   Any (a) trademarks,  trade dress, trade
names,  service marks,  logos and other similar  proprietary  rights, (b) domain
names,  (c)  copyrights,  (d) patents and  patentable  know-how,  inventions and
processes, and (e) any other intellectual property rights, and any registrations
for or applications for registration of any of the foregoing.

         1.37. Judgment. Any judgment, writ, order, injunction,  award or decree
of any court,  judge,  justice or magistrate,  including any bankruptcy court or
judge or the arbitrator in any binding  arbitration,  and any order of or by any
Governmental Authority.

         1.38. Knowledge.  With respect to any System, the actual knowledge of a
particular  matter of the general manager of the System or the actual  knowledge
of  managers  or officers  of AT&T Corp.  (or any of its  subsidiaries  that are
Affiliates)  or  Comcast  Corporation  (or  any of  its  subsidiaries  that  are
Affiliates), as the context requires, senior to such general manager.

                                      -7-


<PAGE>

"Comcast's  Knowledge"  means  Knowledge  with  respect to the Comcast  Systems.
"AT&T's Knowledge" means Knowledge with respect to the AT&T Systems.

         1.39. Leased Property.   Leaseholds of real property or, as the context
requires, the real property demised under such leaseholds.

         1.40. Legal  Requirement.   Applicable  common  law  and  any  statute,
ordinance,  code or other law, rule, regulation,  order,  restriction,  judicial
decision,  judgment,  decree,  permit,  technical  or  other  written  standard,
requirement or procedure enacted, adopted,  promulgated,  applied or followed by
any  Governmental  Authority,  including any Judgment and any written  agreement
with any Governmental Authority other than a Systems Franchise.

         1.41. Lien.   With  respect  to any  property  or asset,  any  security
interest,  security  agreement,  financing statement filed with any Governmental
Authority,  conditional sale,  capital lease or other title retention  agreement
relating to such property or asset, any lease, consignment or bailment given for
purposes  of  security,  any  mortgage,  lien  (including  any lien for  Taxes),
indenture, pledge, option, charge, encumbrance,  adverse interest,  constructive
trust or other trust,  claim,  attachment,  or exception to, defect in, or other
condition  adversely  affecting  title or other  ownership  interest  (including
reservations,   rights  of  entry,  possibilities  of  reverter,  encroachments,
protrusions,  easements,  rights-of-way,  rights of first  refusal,  restrictive
covenants, leases and licenses) of any kind, which constitutes an interest in or
claim  against  property,  whether  arising  pursuant to any Legal  Requirement,
Systems License, Systems Franchise, Systems Contract or otherwise.

         1.42. Litigation.   Any claim, action, suit,  proceeding,  arbitration,
investigation,  hearing or any other  similar  activity or procedure  that could
reasonably be expected to result in a Judgment.

         1.43. Losses.  Any claims,  losses,  liabilities,  damages,  penalties,
costs  and  expenses,  including  interest  that may be  imposed  in  connection
therewith,   reasonable   expenses  of   investigation,   reasonable   fees  and
disbursements of counsel and other experts, and, as applicable,  the cost to any
Person  making a claim or  seeking  indemnification  under this  Agreement  with
respect to funds  expended  by such  Person by reason of the  occurrence  of any
event or the  existence or assertion of any Liens (other than  Permitted  Liens)
with respect to which  indemnification  is sought or by reason of its  enforcing
its rights hereunder.

         1.44. MVPD. Any Person who makes available for purchase, by subscribers
or customers, multiple channels of video programming.

         1.45. Net  Transferee  Party. A Party with respect to which (x) the sum
of the System Values for the Systems such Party is transferring to another Party
is less than (y) the sum of the  System  Values  for the  Systems  such Party is
receiving from such other Party.

         1.46. Net  Transferor  Party. A Party with respect to which (x) the sum
of the System Values for the Systems such Party is transferring to another Party
is greater  than (y) the sum of the System  Values for the Systems such Party is
receiving from such other Party.

                                      -8-
<PAGE>

         1.47. Net Working Capital  Adjustment  Amount Transferee Party. A Party
with respect to which (x) the sum of the Working Capital  Adjustment  Amount for
the Systems such Party is transferring to another Party is less than (y) the sum
of the Working Capital Adjustment Amount for the Systems such Party is receiving
from such other Party.

         1.48. Net Working Capital  Adjustment  Amount Transferor Party. A Party
with respect to which (x) the sum of the Working Capital  Adjustment  Amount for
the Systems such Party is  transferring to another Party is greater than (y) the
sum of the  Working  Capital  Adjustment  Amount for the  Systems  such Party is
receiving from such other Party.

         1.49. OSHA. Occupational Safety and Health Act.

         1.50. Other  Employees.   All Employees of the Systems,  including term
employees, who are not Senior Managers.

         1.51. Other Intangibles.  All intangible assets, other than the Systems
Franchises, the Systems Licenses and the Systems Contracts, including subscriber
lists,  claims  (excluding  any claims to the extent  relating to the applicable
AT&T Excluded Assets or Comcast Excluded Assets), and Intellectual Property.

         1.52. Other Real  Property  Interests.   Easements and rights of access
(other than those relating to multiple  dwelling  units) and other  interests in
real property.

         1.53. Owned Property. Fee interests in real property and all towers and
other improvements thereon and appurtenances thereto.

         1.54. Parent.   AT&T  Corp.  or  Comcast  Corporation,  as the  context
requires.

         1.55. Parties. The Comcast Entities and the AT&T Entities.

         1.56. Pay TV.   Premium  programming  services  selected by and sold to
subscribers on a per-channel or per-program basis.

         1.57. Permitted   Liens.   (a)  Liens  for   Taxes,   assessments   and
governmental  charges,  in each case, not yet due and payable or being contested
in good faith (and for which  adequate  accruals or reserves,  if any, have been
established),  (b)  customary  zoning laws or  ordinances  or any similar  Legal
Requirements,  (c) customary  rights reserved to any  Governmental  Authority to
regulate  the affected  property,  (d) Liens  described on Schedule  6.4.1 (with
respect  to AT&T's  Cable  Business)  and on  Schedule  5.4.1  (with  respect to
Comcast's Cable  Business),  all of which Liens (except for those marked with an
asterisk (*) on such  Schedules  or otherwise  agreed by the Parties in writing)
will be  terminated,  released  or, in the case of the  rights of first  refusal
listed on such Schedules,  waived,  as appropriate,  at or prior to the Closing,
(e) as to Leased Property or Tangible Personal Property that is leased,  (i) the
interests  of the  lessors  thereof  and (ii) any Lien  granted by any lessor to
secure  indebtedness  of such lessor,  (f) Liens  arising  from Comcast  Assumed
Obligations and Liabilities or AT&T Assumed Obligations and Liabilities,  as the
case may be, (g) as to Owned  Property and Other Real  Property  Interests,  any
Lien (other than Liens securing indebtedness or arising out of the obligation to
pay money) that does not and would not  reasonably be expected to,  individually
or in the  aggregate  with other Liens  (other than  Permitted

                                      -9-
<PAGE>

Liens in clauses  (a)-(f) above and clause (h) below),  interfere with the right
or  ability  to own,  use,  enjoy or operate  the Owned  Property  or Other Real
Property  Interests  in the manner  currently  used or  operated  or  materially
detract  from  their  value,  and (h) any  inchoate  materialmen's,  mechanics',
workmen's,  repairmen's  or other like Liens  arising in the ordinary  course of
business;  provided that "Permitted Liens" will not include any Lien (other than
any Lien  described  in clause  (e) above)  which  could  prevent or  materially
interfere with the conduct of the business of the affected System.

         1.58. Person. Any natural person, Governmental Authority,  corporation,
general or limited partnership, limited liability company, joint venture, trust,
association or unincorporated entity of any kind.

         1.59. Required  Consents.   The AT&T  Required  Consents or the Comcast
Required Consents, as the context requires.

         1.60. Senior Managers. Employees who are managers or senior to managers
and all employees located at the Findlay location.

         1.61. Service Area.  With respect to any System, any geographic area in
which the owner of such System is authorized to provide cable television service
pursuant to a System Franchise or provides cable  television  service in which a
System Franchise is not required pursuant to applicable Legal Requirements.

         1.62. Six-Month  Date.   The date that is six months  after the Closing
Date.

         1.63. System.   Any of the AT&T Systems or the Comcast Systems,  as the
context requires.

         1.64. Systems  Contracts.  All Contracts (other than Systems Franchises
and  Systems  Licenses),   including  lease  agreements  for  Tangible  Personal
Property,  pole line or joint line agreements,  underground  conduit agreements,
crossing agreements,  retransmission consent agreements, multiple dwelling, bulk
billing or commercial service agreements, Contracts with ServiceCo LLC and/or At
Home  Corporation  or any of  their  Affiliates,  Contracts  documenting  Leased
Property  and  Other  Real  Property  Interests,   capital  leases,   must-carry
elections,  system specific programming  agreements or signal supply agreements,
agreements with community  groups or similar Third Parties,  partnership,  joint
venture or other similar agreements or arrangements,  agreements relating to the
provision  of  telephone  or  high-speed  data  services,  and  any  advertising
interconnect agreements.

         1.65. Systems    Franchises.    Franchises,    permits    and   similar
authorizations issued by franchising authorities, and all rights and benefits to
the extent pertaining  thereto,  including the rights and benefits arising under
Section 626 of the Cable Act to the extent applicable to a Systems Franchise.

         1.66. Systems   Licenses.    Intangible   cable   television    channel
distribution rights, cable television relay service ("CARS"), business radio and
other licenses, earth station registrations, authorizations, consents or permits
issued by the FCC or any other  Governmental  Authority  (other than the Systems
Franchises), and all rights and benefits to the extent pertaining thereto.

                                      -10-
<PAGE>

         1.67. Tangible  Personal  Property.   All tangible  personal  property,
including  towers (other than towers on Owned Property that are fixtures thereon
and a  part  thereof),  tower  equipment,  aboveground  and  underground  cable,
distribution systems, headend amplifiers, line amplifiers,  microwave equipment,
converters,  testing equipment, motor vehicles, office equipment,  computers and
billing equipment,  furniture,  fixtures, supplies, inventory and other physical
assets,  and  petty  cash  that is  remaining  and to be  transferred  with  the
applicable System.

         1.68. Taxes.  Levies and  assessments  of any kind or nature imposed by
any Governmental Authority,  including all income, sales, use, ad valorem, value
added,  franchise,  severance,  net or  gross  proceeds,  withholding,  payroll,
employment,  excise or property taxes and levies,  assessments or other payments
required  to be made to any  state  abandoned  property  administrator  or other
public official  pursuant to an abandoned  property,  escheat or similar law (an
"Escheat  Payment"),  together  with any  interest  thereon  and any  penalties,
additions to tax or additional amounts applicable thereto.

         1.69. Third Party.  Any Person other than AT&T Corp. and its Affiliates
or Comcast Corporation and its Affiliates.

         1.70. Transaction Documents. All instruments and documents described in
Sections  9.2 and 9.3 that are  executed  and  delivered by or on behalf of AT&T
Corp.,  any AT&T Party,  Comcast  Corporation or any Comcast Party in connection
with this Agreement or the transactions contemplated hereby.

         1.71. Transfer  Taxes.   Any transfer,  sales,  use, excise and similar
Taxes, but not any Taxes measured by or based on gross or net income.

         1.72.  Transferable Service Area. A Service Area with respect to which:
(i) either (a) no franchise or similar  authorization  is required or issued for
the provision of cable television  service in such Service Area, (b) no Required
Consent is necessary  for the transfer of any System  Franchise for such Service
Area in connection  with the  consummation of the  transactions  contemplated by
this  Agreement,  or (c) if a Required  Consent is necessary for the transfer of
any System  Franchise for such Service Area in connection with the  consummation
of the  transactions  contemplated  by this Agreement,  an effective  consent or
approval  reasonably  acceptable to the applicable  Transferee has been obtained
(and is in effect) or shall be deemed to have been obtained and (ii) any Comcast
System  Options or AT&T System  Options are not  exercisable  after  transfer in
respect of the  transactions  contemplated by this Agreement and the Transaction
Documents.

         1.73. Transferee.   An AT&T Party or a Comcast  Party,  as  applicable,
insofar as the term refers to a Party to this Agreement that will receive Assets
from another Party to this Agreement.

         1.74. Transferor.   An AT&T Party or a Comcast  Party,  as  applicable,
insofar  as the term  refers to a Party to this  Agreement  that  will  transfer
Assets to another Party to this Agreement.

         1.75. Other  Definitions.   The following other terms have the meanings
set forth in the Sections indicated in the table below:

                                      -11-
<PAGE>

         Term                                                    Section
         ----                                                    -------

Action                                                            11.3
Additional Consideration                                          3.1.2
Additional System                                                 3.1.3(b)
Additional System Notice                                          3.1.3(b)
Agent's Fees                                                      5.17
Agreement                                                         Recitals
ALTA                                                              7.6(i)
Antitrust Division                                                7.7
Appraised System Subscriber Cap                                   3.1.1
Appraised Systems                                                 3.1.1
Appraiser                                                         3.5
Approved Leave of Absence                                         7.3.3
Arbitrator                                                        3.4.2
AT&T Assumed Obligations and Liabilities                          4.1
AT&T Books and Records                                            1.5(8)
AT&T Cap                                                          11.4(a)
AT&T DC System                                                    3.1.1
AT&T Designated Assets                                            2.2
AT&T Designated Liabilities                                       2.2
AT&T Designated LLCs                                              2.2
AT&T Designated LLC Interests                                     2.2
AT&T Excluded Assets                                              4.2
AT&T Excluded Liabilities                                         4.3
AT&T Financial Statements                                         6.10
AT&T Leased Property                                              1.5(3)
AT&T Matching Franchise                                           7.5.5(b)
AT&T Minimum Damage Requirement                                   11.4(a)
AT&T 90% Threshold                                                8.2.5(a)
AT&T Other Intangibles                                            1.5(9)
AT&T Other Real Property Interests                                1.5(4)
AT&T Owned Property                                               1.5(2)
AT&T Party                                                        2.1.2
AT&T Plans                                                        6.14.2
AT&T Retained Franchise                                           7.5.5(a)
AT&T System Employee                                              6.14.3
AT&T System Option                                                6.5.4
AT&T Systems                                                      2.1.2
AT&T Systems Contracts                                            1.5(7)
AT&T Systems Franchises                                           1.5(5)
AT&T Systems Licenses                                             1.5(6)
AT&T Tangible Personal Property                                   1.5(1)
AT&T's Knowledge                                                  1.38
@Home Common Stock                                                3.1.3(a)
@Home Value                                                       3.1.3(a)
CARS                                                              1.66

                                      -12-

<PAGE>

         Term                                                    Section
         ----                                                    -------

CERCLA                                                            1.32
Class Systems                                                     7.18.1(a)
Closing Date                                                      9.1
Code                                                              2.3
Comcast Assumed Obligations and Liabilities                       4.3
Comcast Books and Records                                         1.16(8)
Comcast Cap                                                       11.4(b)
Comcast Chicago System                                            3.1.1
Comcast Designated Assets                                         2.2
Comcast Designated Liabilities                                    2.2
Comcast Designated LLCs                                           2.2
Comcast Designated LLC Interests                                  2.2
Comcast Excluded Assets                                           4.4
Comcast Excluded Liabilities                                      4.1
Comcast Financial Statements                                      5.10
Comcast Leased Property                                           1.16(3)
Comcast Matching Franchise                                        7.5.5(a)
Comcast Minimum Damage Requirement                                11.4(b)
Comcast 90% Threshold                                             8.3.5(a)
Comcast Other Intangibles                                         1.16(9)
Comcast Other Real Property Interests                             1.16(4)
Comcast Owned Property                                            1.16(2)
Comcast Party                                                     2.1.2
Comcast Plans                                                     5.14.2
Comcast Retained Franchise                                        7.5.5(b)
Comcast System Employee                                           5.14.3
Comcast System Option                                             5.5.4
Comcast Systems                                                   2.1.2
Comcast Systems Contracts                                         1.16(7)
Comcast Systems Franchises                                        1.16(5)
Comcast Systems Licenses                                          1.16(6)
Comcast Tangible Personal Property                                1.16(1)
Comcast's Knowledge                                               1.38
Confidential Information                                          7.13.1
Control                                                           1.2
Controlling Party                                                 11.3
Cost of Service Election                                          5.8.4
Disclosing Party                                                  7.1
Enhanced Services                                                 1.25
Escheat Payment                                                   1.68
Exchange Groups                                                   2.3(a)
fair market value                                                 3.1.4
Final Report                                                      3.4.1
FTC                                                               7.7
GAAP                                                              1.76

                                      -13-

<PAGE>

         Term                                                    Section
         ----                                                    -------

Indemnified Party                                                 11.3
Indemnifying Party                                                11.3
Inspecting Party                                                  7.1(a)
List                                                              7.3.3
Letter Agreement                                                  Recital A
M1 Hired Employee                                                 7.3.11
Matching Franchise                                                7.5.5(a)
Material Adverse Effect                                           5.1
Material AT&T Systems Contracts                                   6.5.1
Material Comcast Systems Contracts                                5.5.1
MediaOne Group                                                    Recital C
Meteor                                                            Recital C
Net Payor                                                         3.1.3
Non-Controlling Party                                             11.3
Overall Adjustment Amount                                         3.1.3
Overbuilt                                                         3.1.4
Overbuilt Systems                                                 3.1.1
POFS                                                              7.5.3(b)
Prime Rate                                                        11.5
RCRA                                                              1.32
Representatives                                                   7.13.1
Retained Employees                                                7.3.1
Retained Franchise                                                7.5.5(a)
Settlement Agreement                                              7.18.1(a)
Severance Benefits                                                7.3.9
Split-Off Agreement                                               8.1
Subscriber Cap                                                    3.1.1
Surveys                                                           7.6(ii)
Swap                                                              2.1.1
System Employees                                                  7.3.1
System Employee on Leave Status                                   7.3.3
System Value                                                      3.1.1
System Value Preliminary Report                                   3.1.2
Taking                                                            12.14
Tax Action                                                        11.3
TCI                                                               3.1.1
Title Commitments                                                 7.6(i)
Title Company                                                     7.6(i)
Title Defect                                                      7.6(ii)
Transferee Parent                                                 7.3.1
Transferor Parent                                                 7.3.1
Transitional Billing Services                                     7.12

                                      -14-

<PAGE>

         Term                                                    Section
         ----                                                    -------

WARN                                                              5.14.1
Working Capital Adjustment Amount                                 3.2
Working Capital Preliminary Report                                3.3

         1.76. Usage.   The definitions in this Article 1 shall apply equally to
both the singular and plural  forms of the terms  defined.  Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter  forms.  All  references  herein  to  Articles,  Sections,  Exhibits  and
Schedules  shall be deemed to be  references  to Articles  and  Sections of, and
Exhibits and Schedules  to, this  Agreement  unless the context shall  otherwise
require. All Exhibits and Schedules attached hereto shall be deemed incorporated
herein as if set forth in full herein and,  unless  otherwise  defined  therein,
each term used in any  Exhibit or Schedule  shall have the  meaning  ascribed to
such term in this  Agreement.  The words  "include,"  "includes" and "including"
shall be deemed to be followed  by the phrase  "without  limitation."  The words
"hereof," "herein" and "hereunder" and words of similar import when used in this
Agreement  shall refer to this  Agreement  as a whole and not to any  particular
provision  of  this  Agreement  unless  the  context  shall  otherwise  require.
Reference to any Comcast  Party's  Assets or Comcast's  Cable  Business  will be
deemed to refer to the portion of the Comcast Assets or Comcast's Cable Business
owned or operated by such Comcast Party. Reference to any AT&T Party's Assets or
AT&T's Cable  Business will be deemed to refer to the portion of the AT&T Assets
or AT&T's Cable Business owned or operated by such AT&T Party.  Unless otherwise
expressly  provided  herein,  any  agreement,  instrument or statute  defined or
referred to herein or in any agreement or instrument  that is referred to herein
means  such  agreement,  instrument  or  statute  as from time to time  amended,
modified or  supplemented,  including (in the case of agreements or instruments)
by waiver or consent and (in the case of statutes) by  succession  of comparable
successor  statutes and references to all  attachments  thereto and  instruments
incorporated  therein.  All  accounting  terms  not  otherwise  defined  in this
Agreement  will have the meanings  ascribed to them under  generally  acceptable
accounting  principles  as in  effect  from  time to time in the  United  States
("GAAP").

2.      EXCHANGE.

         2.1.  Definition of Parties and Systems.

               2.1.1.  Basic  Transaction  Structure.  It  is  understood  that,
pursuant to the terms and  conditions of this  Agreement,  the relevant  parties
will  exchange  the cable  television  systems set forth in Schedule  2.1.1 (the
"Swap").

               2.1.2. Parties to this Agreement. On the date hereof, each wholly
owned or  majority  owned  subsidiary  of AT&T Corp.  and each  wholly  owned or
majority owned subsidiary of Comcast  Corporation that owns any cable television
system set forth on  Schedule  2.1.1 is a party to this  Agreement  and shall be
referred to herein as an "AT&T Party" or a "Comcast  Party",  respectively.  The
cable  television  systems  listed on such  Schedules that are owned by any AT&T
Party  shall be  referred  to herein as "AT&T  Systems"  and those  owned by any
Comcast  Party shall be referred to herein as "Comcast  Systems".  Entities may,
after the date

                                      -15-

<PAGE>

hereof, be added to or deleted from the foregoing  definitions,  as set forth in
the following provisions of this Section 2.1 and Section 2.2.

               Any AT&T Party that is  currently or becomes the owner of an AT&T
System  shall  be  permitted  prior to the  Closing  Time to  transfer  (whether
directly or  indirectly  or by operation  of law) such System to another  wholly
owned or majority owned entity of AT&T Corp., and, in such event, the subsequent
owner of such  System  shall  become a party to this  Agreement  by  executing a
signature  page  hereto  and  shall  thereafter  be  treated  as an  AT&T  Party
hereunder.  Similarly,  any Comcast Party that is currently or becomes the owner
of a Comcast  System  shall be  permitted  prior to the Closing Time to transfer
(whether  directly or  indirectly or by operation of law) such System to another
wholly owned or majority owned entity of Comcast Corporation, and in such event,
the  subsequent  owner of such System shall become a party to this  Agreement by
executing a signature  page hereto and shall  thereafter be treated as a Comcast
Party hereunder.

         2.2.  Exchange of Assets.  Upon the terms and subject to the conditions
set forth in this  Agreement,  at the Closing  the AT&T  Parties and the Comcast
Parties agree to exchange simultaneously all of the right, title and interest of
the AT&T  Parties in, to and under the AT&T  Assets for all of the right,  title
and interest of the Comcast Parties in, to and under the Comcast Assets, in each
case free and clear of all Liens (except  Permitted Liens);  provided,  however,
that this Agreement shall not constitute an agreement to assign any Asset or any
claim or right or any benefit arising thereunder or resulting  therefrom without
the consent of a Third Party  thereto if such  assignment  without  such consent
would  constitute  a breach or other  contravention  of such Asset or in any way
adversely affect the rights of the Transferee thereunder.

         Notwithstanding the foregoing paragraph, the Parties agree that in lieu
of the Comcast  Parties  transferring to the AT&T Parties at Closing the Comcast
Assets  located in the States of Colorado,  California and Georgia (the "Comcast
Designated  Assets") and in lieu of the AT&T  Parties  assuming the AT&T Assumed
Obligations and Liabilities with respect to the Comcast  Designated  Assets (the
"Comcast Designated  Liabilities"),  the following will apply: Immediately prior
to the  Closing,  the  Comcast  Parties  will  transfer  to one or more  limited
liability  companies  (collectively,  the "Comcast  Designated LLCs") all of the
Comcast  Designated Assets and the applicable Comcast Designated LLC will assume
all  of  the  applicable  Comcast  Designated  Liabilities,  all  on  terms  and
conditions satisfactory to the AT&T Parties. At the Closing, the Comcast Parties
will  transfer to the  applicable  AT&T  Parties  100% of the limited  liability
company  interests  in  each  Comcast  Designated  LLC  (collectively,  "Comcast
Designated LLC Interests"),  free and clear of all Liens.  Except as the context
may  otherwise  require,  the term "Comcast  Parties" as used in this  Agreement
shall include the Comcast Designated LLCs. Prior to Closing, the Comcast Parties
will cause the  Comcast  Designated  LLCs to comply with the  covenants  in this
Agreement as if they were Comcast Parties.

         Notwithstanding  the first  paragraph  of this Section 2.2, the parties
agree that in lieu of the AT&T Parties  transferring  to the Comcast  Parties at
Closing  the AT&T Assets  located in the States of Maryland  and New Jersey (the
"AT&T  Designated  Assets")  and in lieu of the  Comcast  Parties  assuming  the
Comcast Assumed  Obligations and Liabilities with respect to the AT&T Designated
Assets  (the  "AT&T   Designated   Liabilities"),   the  following  will  apply:
Immediately prior to the Closing,  the AT&T Parties will transfer to one or more
limited liability

                                      -16-

<PAGE>

companies (collectively,  the "AT&T Designated LLCs") all of the AT&T Designated
Assets and the applicable  AT&T Designated LLC will assume all of the applicable
AT&T  Designated  Liabilities,  all on terms and conditions  satisfactory to the
Comcast  Parties.  At  the  Closing,  the  AT&T  Parties  will  transfer  to the
applicable  Comcast Parties 100% of the limited  liability  company interests in
each AT&T Designated LLC (collectively,  "AT&T Designated LLC Interests"),  free
and clear of all Liens.  Except as the context may otherwise  require,  the term
"AT&T Parties" as used in this Agreement shall include the AT&T Designated LLCs.
Prior to Closing, the AT&T Parties will cause the AT&T Designated LLCs to comply
with the covenants in this Agreement as if they were AT&T Parties.

         Each Parent will cause any entity that owns any Asset,  but that is not
a Party to this Agreement,  to transfer such Asset to the appropriate Transferor
prior to Closing, provided, however, that if such Asset could not be the subject
of a like-kind exchange,  then, in lieu of the foregoing provision,  such Parent
may cause such entity to transfer such Asset at Closing to a Transferee or other
entity  designated by the other Parent. If an entity that is not a Party owns or
receives transfer of any Assets, the applicable Parent will cause such entity to
comply with the obligations, covenants and terms of this Agreement in respect of
such Assets as if such entity was a Party to this Agreement.

         Notwithstanding  the first  paragraph  of this Section 2.2, the parties
agree that the Comcast Party which would otherwise  receive transfer of the AT&T
DC  System  in the  Swap may  designate  a  limited  liability  company  that is
wholly-owned  by such Comcast  Party to be the  Transferee of the AT&T DC System
(and the AT&T Assets and Comcast Assumed  Obligations  and  Liabilities  related
thereto).

         2.3.  Method of Exchange.  Notwithstanding  anything to the contrary in
this Agreement,  but subject to Sections 2.4 and 7.5.5, the exchange shall occur
in accordance with the match-ups and in the manner set forth on Schedule 2.3 and
no Party shall take any action  inconsistent  with the terms of such  writing or
Schedule.  The exchange is to occur as follows:  (a) the AT&T Tangible  Personal
Property and the Comcast Tangible Personal Property are being exchanged each for
the other in "Exchange  Groups" (as defined under Internal  Revenue  Regulations
Sections 1.1031(a)-2 and  1.1031(j)-1(b)(2));  (b) the AT&T Owned Property, AT&T
Leased  Property and AT&T Other Real  Property  Interests  and the Comcast Owned
Property,  Comcast Leased Property and Comcast Other Real Property Interests are
being  exchanged each for the other;  and (c) the AT&T Systems  Contracts,  AT&T
Systems  Franchises,  AT&T Systems  Licenses and AT&T Other  Intangibles and the
Comcast Systems Contracts, Comcast Systems Franchises,  Comcast Systems Licenses
and Comcast Other  Intangibles  are being  exchanged each for the other, in each
case to the maximum  extent  permitted by Section  1031 of the Internal  Revenue
Code of 1986, as amended, and the rules and regulations  promulgated  thereunder
(the "Code").

         2.4.  Cooperation in Structuring Exchange. Subject to Section 7.5.5(c),
the Parties agree to use all reasonable  efforts to structure the Swap in such a
way that to the extent  reasonably  possible  such  exchange  will be a Tax-free
exchange of  like-kind  assets for all Parties  under  Section 1031 of the Code,
including assignment of the Parties' rights under this Agreement to a "qualified
intermediary"  engaged by one or more of the  Parties to  effectuate  a deferred
like-kind exchange under Section 1031 of the Code. The Parties will cooperate in
good

                                      -17-

<PAGE>

faith to minimize any adverse Tax effect on the Parties in connection  with such
exchange,  including  by  identifying  the  entities  that will be party to each
transfer  contemplated  in the Swap, so as to minimize the Taxes  resulting from
the Swap. Without limiting the foregoing, the Parties agree that their intent is
to transfer all of the Systems, to the maximum extent possible,  in transactions
qualifying  as Tax-free  exchanges  of property  pursuant to Section 1031 of the
Code, and the Parties will  cooperate  reasonably and in good faith to structure
the  transfers of the Systems and payment  under  Sections  3.1.2 and 3.1.3 in a
manner that achieves this intent.

3.       CONSIDERATION. Each Party hereto agrees as follows:

         3.1.  Calculation of Values; Payment of Additional Consideration.

               3.1.1. For the purposes of this Agreement, the gross value of the
Assets  comprising each System (the "System Value") for each System set forth on
Schedule  3.1.1-A  shall  equal  (a)  $4,591  multiplied  by (b) the  number  of
Equivalent Basic Subscribers  served by such System as of the month-end prior to
the  Closing  Date (or,  in the case of any System  located  in Florida  and any
franchise area located in Long Beach Island,  New Jersey,  the average number of
Equivalent  Basic  Subscribers  in such System or area for the  12-month  period
ending on the  month-end  prior to the Closing  Date,  calculated  by (x) adding
together the number of Equivalent Basic Subscribers in such System at the end of
each of the 13 months ending on the month-end  prior to the Closing Date and (y)
dividing that aggregate number by thirteen);  provided that with respect to each
such System the number of Equivalent Basic  Subscribers in such System shall not
exceed the number (the  "Subscriber  Cap") set forth for such System in Schedule
3.1.1-A (subject to apportionment, if applicable, pursuant to Section 7.5.5(c)).
For purposes of the application of the provisions  regarding the Subscriber Cap,
Schedule  3.1.1-A treats the  non-Overbuilt  franchise areas within the MediaOne
Group Detroit,  Michigan System and the TCI Detroit, Michigan System as a single
System.

               Notwithstanding  the foregoing,  for purposes of this  Agreement,
the System Value for the Comcast System located in the City of Chicago, Illinois
(the "Comcast  Chicago System") and the System Value for the AT&T System located
in the City of  Washington,  D.C.  (the "AT&T DC System" and  together  with the
Comcast System,  collectively,  the "Appraised  Systems") shall equal (a) $3,260
with  respect  to the AT&T DC System  and $4,113  with  respect  to the  Comcast
Chicago  System  multiplied  by (b) the number of Equivalent  Basic  Subscribers
served by such Appraised  System as of the month-end  prior to the Closing Date;
provided  that with respect to each  Appraised  System the number of  Equivalent
Basic  Subscribers  in such  Appraised  System  shall not exceed the number (the
"Appraised System Subscriber Cap") set forth for such System in Schedule 3.1.1-B
(subject to apportionment,  if applicable,  pursuant to Section 7.5.5.(c)).  For
purposes of this  Agreement,  the System Value for each of the  franchise  areas
within the MediaOne Group, Detroit, Michigan System and the Tele-Communications,
Inc.  ("TCI")  Detroit,  Michigan System set forth on Schedule  3.1.1-C (each of
which is Overbuilt)  shall be as set forth on Schedule  3.1.1-C (the  "Overbuilt
Systems").

               3.1.2. At least ten (10) Business Days prior to the Closing, each
of AT&T Corp.  and Comcast  Corporation  shall  deliver to the other a report (a
"System Value Preliminary Report"), certified as to completeness and accuracy by
an  authorized  officer of such  Parent  showing in  reasonable  detail for each
System to be transferred by its Affiliates,  and on a System-

                                      -18-

<PAGE>

by-System  basis, a good faith  preliminary  determination  of the System Value,
together with appropriate documents substantiating the estimates proposed in its
System Value Preliminary Report. Based on such System Value Preliminary Reports,
with respect to each Net Transferee  Party,  such Net Transferee  Party shall at
the Closing make a payment to the Net Transferor Party of an amount in cash (but
subject to Section 3.1.3 as to the form and  recipient of payment)  equal to the
difference  between (x) the sum of the System  Values for the  Systems  such Net
Transferor is transferring  to such Net Transferee  Party and (y) the sum of the
System Values for the Systems such Net Transferee  Party is transferring to such
Net  Transferor  Party.  Any such  cash  payment  will be made by  federal  wire
transfer of immediately  available funds pursuant to wiring  instructions  which
wiring  instructions  shall be delivered by such Net  Transferor  Party at least
five (5) Business  Days prior to Closing.  Such cash payments will be made first
by the AT&T Parties and  thereafter by the Comcast  Parties.  Any  consideration
payable by a Party pursuant to this Section 3.1.2 shall be referred to herein as
"Additional Consideration".

               3.1.3.  Within  seven (7)  Business  Days prior to  Closing,  the
Parties shall determine the difference,  if any, between the aggregate amount of
Additional  Consideration  and Working Capital  Adjustment  Amounts that will be
paid at  Closing  by the  AT&T  Parties,  on the one  hand,  and by the  Comcast
Parties,  on the other hand. Such difference  shall be referred to herein as the
"Overall  Adjustment  Amount"  and  the  Parties  responsible  for  paying  such
difference  shall  be  referred  to  herein  collectively  as the  "Net  Payor".
Notwithstanding  anything to the contrary in Section 2.4, it is the intention of
the Parties that the Net Payor be permitted to pay the Overall Adjustment Amount
in one or more of the forms of payment listed below,  at the election of the Net
Payor. To effect such result, payments to be made pursuant to Sections 3.1.2 and
3.3 by a Party  that is part of the Net Payor  group  may,  to the extent of the
Overall  Adjustment  Amount,  be made by transfer and delivery of one or more of
the forms of payment  listed below,  in lieu of cash.  The Parent  receiving the
Overall  Adjustment  Amount will determine which of its Transferees will receive
such alternative forms of payment. The alternative forms of payment are:

               (a) Series A Common Stock,  par value $0.01 per share, of At Home
Corporation  ("@Home Common  Stock") free and clear of all Liens,  together with
such instruments of transfer and  certifications as to title and other customary
and appropriate  documentation  and  instruments as the receiving  Parties shall
reasonably  require.  For purposes of payment of the Overall  Adjustment Amount,
such @ Home  Common  Stock  shall be  valued at $50.02  per  share  (the  "@Home
Value").  In the  event  that,  after  June 30,  1999  and  prior to the date of
Closing, (i) @ Home Corporation shall issue any shares of @ Home Common Stock as
a stock dividend or distribution to the holders of @ Home Common Stock, or split
or combine such  securities or make any cash dividend or  distribution on @ Home
Common  Stock  (other than normal  quarterly  cash  dividends as the same may be
adjusted  from  time  to  time  in the  ordinary  course  consistent  with  past
practice),  the @ Home  Value in  effect  immediately  prior  to such  dividend,
distribution,  stock split or other  change shall be  appropriately  adjusted to
reflect such  dividend,  distribution,  stock split or other change,  (ii) the @
Home Common  Stock is changed  into other  securities,  then the Net Payor shall
deliver  hereunder,  in lieu of @ Home  Common  Stock,  the kind and  amount  of
securities  that it  received  in respect  of such @ Home  Common  Stock,  (iii)
additional  securities  (other  than @ Home  Common  Stock)  are issued or other
property  is  distributed  in respect of the @ Home Common  Stock,  then the Net
Payor  shall  deliver  hereunder  the @ Home  Common  Stock  and the  additional
securities issued or property

                                      -19-
<PAGE>

distributed  in respect  thereof and (iv) any other  change in the @ Home Common
Stock occurs, appropriate adjustment will be made in respect of such change; and

               (b) the assets and liabilities of other cable television  systems
reasonably  acceptable to the receiving parties;  provided,  however,  that such
election shall be made as promptly as practicable after the date hereof based on
the Parties' best  estimate of the Overall  Adjustment  Amount,  but in no event
shall such  election  delay the  Closing  by more than  sixty (60) days.  If the
Parties agree on one or more cable  television  systems to be so  transferred as
Additional  Consideration (any such system, an "Additional System"), each entity
owning any such Additional  System shall become a party to this Agreement (if it
has not previously  become a party hereto) by executing a signature page hereto.
The Parent owning the Additional System will use commercially reasonable efforts
to  seek  promptly  the  consent  or  approval  of the  applicable  Governmental
Authority to the transfer of any  franchise or license of an  Additional  System
contemplated by this Agreement.  If the entity that owns an Additional System is
not already a party hereto, then,  effective on the date of such execution,  (x)
such  Additional  System shall be treated as an AT&T System or a Comcast System,
as the case may be, under this Agreement and valued in accordance with the first
sentence of Section  3.1.1  (including a  Subscriber  Cap based on the number of
Equivalent  Basic  Subscribers of such Additional  System as of April 30, 1999),
(y) such  entity  shall be treated as an AT&T Party or a Comcast  Party,  as the
case may be, under this Agreement  and, as such,  shall be bound as of such date
by any covenants or obligations hereunder applicable thereto, and (z) the Parent
shall be deemed as of such date to make the  representations  and warranties set
forth in  Section 5 or Section  6, as the case may be, as to such  entity,  such
Additional  System and the related Assets with such  exceptions as are set forth
in a schedule  delivered  on such  execution  date.  If the entity  that owns an
Additional System is already a party to this Agreement,  then,  effective on the
date the  receiving  Parent  gives  notice in  writing  (an  "Additional  System
Notice") that such additional cable television system is reasonably  acceptable,
(x) such  Additional  System  shall be  treated  as an AT&T  System or a Comcast
System,  as the case may be, under this Agreement and valued in accordance  with
the first  sentence of Section  3.1.1  (including a Subscriber  Cap based on the
number of Equivalent Basic Subscribers of such Additional System as of April 30,
1999), (y) such entity, as an AT&T Party or a Comcast Party, as the case may be,
with respect to such  Additional  System,  shall be bound as of such date by any
covenants or obligations  hereunder  applicable thereto and (z) the Parent shall
be deemed as of such date to make the  representations  and warranties set forth
in Section 5 or Section 6, as the case may be, as to such Additional System, the
related  Assets  and such  entity  with  such  exceptions  as are set forth in a
schedule  delivered on the date of the Additional System Notice. For purposes of
determining  whether the  condition  set forth in Section 8.2.1 or Section 8.3.1
has been  satisfied,  (i) any  misstatements,  omissions or inaccuracies in such
representations  and  warranties  as of the  Closing  Date,  and  any  scheduled
exceptions  thereto,  shall  be taken  into  account  and (ii) the  obligations,
agreements  and  covenants of a Comcast Party or an AT&T Party,  as  applicable,
will be deemed to have  applied to such entity  effective as of the date hereof.
With respect to each cable  television  system that becomes a System pursuant to
this Section 3.1.3(b),  the parties shall agree in good faith as to the items to
be included on Schedules 4.2 (or otherwise to be an AT&T Excluded Asset) and 4.4
(or  otherwise to be a Comcast  Excluded  Asset),  and on Schedules  5.3 and 6.3
(including those items to be marked with an asterisk (*) therein) and, except as
otherwise  agreed in writing,  such items will be  consistent  with the items on
those Schedules as of the date hereof.  All arrangements  regarding the transfer
of an Additional System shall be reasonably acceptable to the Parents.

                                      -20-

<PAGE>

               3.1.4. On or after May 4, 2001, Comcast  Corporation may elect to
have the System Value  redetermined  for any franchise  area within the MediaOne
Group, Detroit, Michigan System or the TCI Detroit, Michigan System set forth on
Schedule 3.1.1-C that is indicated on such Schedule to be Overbuilt including as
of such date.  Comcast  Corporation shall make such election by giving notice to
AT&T Corp.  on or before  June 2, 2001.  Such notice  shall list the  applicable
franchise areas to be redetermined and include information  regarding the extent
to which Comcast believes that each such franchise area is Overbuilt.

               In the event that Comcast Corporation timely gives such notice to
AT&T  Corp.,  within  thirty  (30)  days  thereafter,  AT&T  Corp.  and  Comcast
Corporation each shall select an appraiser who shall be a nationally  recognized
appraiser  of cable  systems.  The  appraisers  shall  determine  and provide in
writing to AT&T Corp. and Comcast  Corporation within sixty (60) days thereafter
their  respective  appraisals  of the fair market value for each such  franchise
area. Such reappraisal  shall take into account the same factors as set forth in
Section 3.1.1 as of May 4, 1999,  with the sole  exception  being that the facts
relating to the Overbuilt  status thereof shall be those existing as of the date
of such reappraisal. With respect to each such franchise area, (a) if the higher
of the two  appraisals  is not more than ten percent (10%) higher than the lower
appraisal,  the fair market value of such  franchise  area shall be deemed to be
the  average of the values in the two  appraisals,  and (b) if the higher of the
two  appraisals is more than ten percent (10%) higher than the lower  appraisal,
the two appraisers  shall select a third  appraiser with similar  qualifications
(whose fees and expenses shall be shared equally by the Parents) within ten (10)
days after delivery of their  appraisals.  The third appraiser shall  determine,
and provide in writing to AT&T Corp. and Comcast  Corporation  within sixty (60)
days thereafter his or her appraisal of the fair market value for such franchise
area.  The fair market  value of such  franchise  area shall be deemed to be the
average of (a) the value in the third  appraisal,  and (b) the value that one of
the first two  appraisals  that is  closest  in amount to the value in the third
appraisal.  The prior  System  Value  for each of the  MediaOne  Group  Detroit,
Michigan  System and the TCI Detroit,  Michigan System shall be adjusted for the
redetermined fair market value of any Overbuilt  franchise area therein.  If the
redetermined  System  Value  for such  Systems  is less  than the  System  Value
previously  determined  pursuant to Section 3.1.1, within ten (10) Business Days
thereafter, AT&T Corp. shall pay by wire transfer of immediately available funds
an amount equal to such difference,  together with interest  thereon  calculated
from the Closing Date through the payment date at the Prime Rate.

               For  purposes  of  this   Agreement,   "fair  market  value,"  as
determined by any  appraiser  pursuant to Section 3.1.4 shall mean the value for
each Appraised  System that would be negotiated in an  arm's-length  free-market
tax-free  transaction  between a willing seller and a willing buyer,  neither of
whom is under undue pressure or compulsion to complete the  transaction,  taking
into account all relevant  factors,  including the $4,591 per  Equivalent  Basic
Subscriber  value  provided in the first  sentence of Section  3.1.1 for Systems
other than the  Appraised  Systems  and the  Overbuilt  Systems,  but  excluding
current assets, all long-term indebtedness classified as such in accordance with
GAAP (and the portion thereof classified as current in accordance with GAAP) and
other  liabilities  arising  prior  to sale.  For  purposes  of this  Agreement,
"Overbuilt"  means that, with respect to a franchise area within a System, as of
the  relevant  date (a) a Person  other  than the owner of such  System  holds a
franchise or other similar operating  authority  (whenever  acquired) to build a
cable system in such  franchise  area, and (b) either such Person has engaged in
pre-construction  or  construction  activities  (whether or not

                                      -21-

<PAGE>

construction is complete or any customers have been or are being served) or such
Person has served any customers.

         3.2.  Working Capital Adjustment.  A working capital  adjustment amount
shall be  calculated  for each  System on a  System-by-System  basis as follows,
which adjustments will be made without  duplication of any amount (in each case,
the "Working Capital Adjustment Amount").  The Working Capital Adjustment Amount
for each System shall  initially be zero and shall be increased by the amount of
current assets (other than inventory)  being  transferred to the Transferee with
respect  to such  System  and  decreased  by the  amount  of  liabilities  being
transferred  to the  Transferee  with  respect to such  System as of the Closing
Time. Current assets shall include,  but are not limited to, petty cash, prepaid
expenses,  funds of the  Transferor  on deposit with Third Parties to the extent
being transferred to the Transferee (other than those that are or relate to AT&T
Excluded  Assets or Comcast  Excluded Assets or the benefit of which will not be
available to the Transferee  following Closing),  and accounts  receivable,  and
liabilities shall include,  but are not limited to, accrued expenses  (including
accrued real and personal  property  taxes,  but not other Taxes,  and including
copyright fees or non-programming license fees or charges),  unearned income and
advance payments (including subscriber  prepayments and deposits for converters,
encoders,  cable  television  service and related  sales) and interest,  if any,
required  to be paid on advance  payments,  in each  case,  related to the Cable
Business  conducted  through such System,  all as determined in accordance  with
GAAP, to reflect the principle that all expenses and income  attributable to the
Cable Business for the period through and including the Closing Time are for the
account  of  the  Party  owning  such  System,   and  all  expenses  and  income
attributable to the Cable Business for the period after the Closing Time are for
the account of the Party  receiving  such  System.  The Party owning such System
will receive no credit for (i) the portion of any account  receivable  resulting
from cable,  telephony or internet service sales that is sixty (60) days or more
past due as of the Closing Date (cash received  subsequent to the billing cutoff
prior to the Closing  Time will be applied to the active aged  receivables  on a
pro-rata  basis),  (ii) the portion of any national  agency  account  receivable
resulting  from  advertising  sales  that is 120 days or more past due as of the
Closing Date, (iii) any non-national  agency account  receivable  resulting from
advertising  sales any  portion of which is ninety (90) days or more past due as
of the Closing Date, (iv) accounts  receivable from customers whose accounts are
inactive as of the Closing  Date, or (v) any accounts  receivable  that have not
arisen from a bona fide  transaction  in the ordinary  course of  business.  For
purposes of making "past due"  calculations  under this Section 3.2, the billing
statements  of a System will be deemed to be due and payable on the first day of
the period during which the service is provided to which such billing statements
relate.  Notwithstanding the foregoing, no adjustment will be made for any items
of income or expense to the extent  related  to AT&T  Excluded  Assets,  Comcast
Excluded Assets, AT&T Excluded Liabilities or Comcast Excluded  Liabilities.  In
furtherance of the foregoing,  the Working  Capital  Adjustment  Amount for each
System shall be decreased without  duplication by the economic value of vacation
time  pursuant to Section  7.3.8(a) to the extent  earned as of the Closing Time
and  permitted  to be taken  after  the  Closing  Time by the  System  Employees
employed at such System who (i) become  employees  of the Party  receiving  such
System,  or an  Affiliate  of such  Party,  upon the Closing or (ii) will become
employees of the Party  receiving  such  System,  or an Affiliate of such Party,
after being  released from a leave of absence in accordance  with Section 7.3.1.
It is understood that the Working Capital Adjustment Amount will not reflect any
intercompany  receivables  or payables,  long-term  debt  (including the current
portion  thereof) or related accrued  interest,  minority  interests,  preferred
stock, accrued

                                      -22-

<PAGE>

programming  expense,  accounts  payable,  franchise fees or deferred  taxes, as
these items will not be transferred with the Systems.

         3.3.  Determination of Working Capital  Adjustment Amount. At least ten
(10)  Business  Days  prior  to the  Closing,  each of AT&T  Corp.  and  Comcast
Corporation   shall  deliver  to  the  other  a  report  (the  "Working  Capital
Preliminary Report"), certified as to completeness and accuracy by an authorized
officer of such Party  showing in reasonable  detail for each of their  Systems,
and on a System-by-System  basis, a good faith preliminary  determination of the
adjustments  referred  to in  Section  3.2 and  the  aggregate  Working  Capital
Adjustment  Amount,  together  with  appropriate  documents  substantiating  the
estimates  proposed in its Working  Capital  Preliminary  Report.  Based on such
Working Capital  Preliminary  Reports,  with respect to each Net Working Capital
Adjustment Amount  Transferee Party, such Net Working Capital  Adjustment Amount
Transferee  Party shall at the Closing make a payment to the Net Working Capital
Adjustment  Amount Transferor Party of an amount in cash (but subject to Section
3.1.3 as to the form and recipient of payment) equal to the  difference  between
(x) the sum of the Working  Capital  Adjustment  Amount for the Systems such Net
Working Capital  Adjustment  Amount Transferor Party is transferring to such Net
Working  Capital  Adjustment  Amount  Transferee  Party  and  (y) the sum of the
Working  Capital  Adjustment  Amount for the Systems  such Net  Working  Capital
Adjustment  Amount  Transferee Party is transferring to such Net Working Capital
Adjustment  Amount  Transferor  Party.  Any such  cash  payment  will be made by
federal  wire  transfer  of  immediately  available  funds  pursuant  to  wiring
instructions  which wiring  instructions  shall be delivered by such Net Working
Capital Adjustment Amount Transferor Party at least five (5) Business Days prior
to  Closing.  Such cash  payments  will be made  first by the AT&T  Parties  and
thereafter by the Comcast Parties.

         3.4.  Determination   of  Final  System  Values  and  Working   Capital
Adjustment Amounts.

               3.4.1.  Within  ninety (90) days after the Closing,  each of AT&T
Corp.  and Comcast  Corporation  will  deliver to the other a report (the "Final
Report"),  certified  in a manner  similar to the  certifications  required  for
Preliminary  Reports,  showing in full detail for each System transferred by its
Affiliates,   and  on  a   System-by-System   basis,  AT&T  Corp.'s  or  Comcast
Corporation's,  as the case may be, final  determination of the System Value and
Working  Capital  Adjustment  Amount  for such  System,  which may  include  any
adjustments  that  were not  calculated  as of the  Closing  Time or  which  are
corrective of any estimated  adjustments  contained in the  Preliminary  Report,
together with appropriate documents  substantiating the determinations  proposed
in its Final Report.  Each Parent will provide the other Parent with  reasonable
access to all records that such Parent has in its or its  Affiliates  possession
and that are necessary for the other Parent to prepare its Final Report.

               3.4.2.  Within sixty (60) days after  receipt of the Final Report
from the other Parent,  each of AT&T Corp. and Comcast Corporation will give the
other written notice of such Parent's objections,  if any, to the other Parent's
Final Report.  The Parents shall  negotiate in good faith for a period of thirty
(30) days,  or such longer  period of time as agreed by the Parents,  to resolve
any  disputed  items.  If,  after such thirty (30) day period (as  extended,  if
applicable),  the Parents fail so to resolve such  disputed  items,  the Parents
shall submit all  then-outstanding  disputed  items for resolution by a national
accounting  firm  acceptable to each Parent (or, if

                                      -23-

<PAGE>

the Parents cannot agree,  an arbitrator  appointed by the American  Arbitration
Association) (the  "Arbitrator").  As to each item in dispute,  the Arbitrator's
decision  must be within  the  range of  values  proposed  by the  Parents.  The
Arbitrator  shall render a decision within thirty (30) days after its selection,
which  decision  shall be final  and  binding  on the  Parties  hereto.  Comcast
Corporation and AT&T Corp. shall share equally the expenses of the Arbitrator.

               Once a final  determination  of all disputed  amounts is reached,
the Parents will determine whether any adjusting  payments need to be made, on a
Transferor/Transferee  basis,  to make the actual  payments  made at the Closing
consistent  with the amounts  each  Transferor  should have  transferred  at the
Closing  based on the final  determination  of the System Values and the Working
Capital Adjustment Amounts.  Any such adjusting payments shall be paid, together
with  interest  thereon  calculated  from the Closing  Date  through the date of
payment  at the Prime  Rate,  within  three (3)  Business  Days  after the final
determination  of all disputed  amounts by federal wire transfers of immediately
available funds pursuant to wiring  instructions  that shall be delivered by the
Parties  receiving  payment at least five (5) Business Days prior to the date of
such payment.

         3.5.  Allocation of Value. Following the Closing,  the Parents agree to
jointly hire an appraiser (the  "Appraiser")  to prepare,  not later than ninety
(90)  days  after  the  Closing,  a  written  report  regarding  the value to be
allocated to the  tangible  and  intangible  personal  property  included in the
Assets pursuant to Internal  Revenue Service  regulations  relating to like-kind
exchanges of assets under  Section 1031 of the Code.  The fees of the  Appraiser
will be split equally between the Parents.  The Parents agree that, for purposes
of  Sections  1031 and 1060 of the  Code,  each  will  report  the  transactions
contemplated by this Agreement in accordance  with the values  determined by the
Appraiser.  Each Parent promptly will give the other notice of any  disallowance
or challenge of asset  values by the  Internal  Revenue  Service or any state or
local Tax authority.

4.       ASSUMED LIABILITIES AND EXCLUDED ASSETS.

         4.1.  AT&T  Assumed  Obligations  and  Liabilities.  At the Closing and
effective  as of the Closing  Time,  each AT&T Party that is a  Transferee  will
assume and after the  Closing  Time,  such AT&T Party  will pay,  discharge  and
perform (as and to the extent the  applicable  Transferor is obligated to do so)
the following  (collectively,  the "AT&T Assumed  Obligations and  Liabilities")
with respect to each Comcast System  transferred  to such AT&T Party:  (a) those
obligations  and  liabilities  accruing  after the  Closing  Time  under or with
respect to the Comcast Assets assigned and transferred to such AT&T Party at the
Closing,  except for obligations and liabilities arising from or relating to any
breach  or  default  under  any of the  foregoing  occurring  on or prior to the
Closing Time;  (b) those  obligations  and  liabilities  of the  Transferor  for
subscriber  prepayments and deposits  related to such Comcast System existing at
the Closing  Time only to the extent  such  amounts  were used to  decrease  the
Working  Capital  Adjustment  Amount  with  respect to such  System  pursuant to
Section 3.2; (c) other obligations and liabilities of the Transferor only to the
extent that such  obligations and liabilities  were used to decrease the Working
Capital  Adjustment  Amount  with  respect to such  Comcast  System  pursuant to
Section  3.2;  and (d) all  other  obligations  and  liabilities  to the  extent
relating  to the period  after the  Closing  Time and  arising  out of such AT&T
Party's ownership, use or operation of the Comcast Assets (including those items
listed or  described  on Schedule  4.4) or its  operation  of, or the

                                      -24-

<PAGE>

conduct of business  through,  such Comcast System after the Closing  (including
with  respect  to late fees that may be  charged  by such AT&T  Party  after the
Closing to subscribers of such Comcast  System),  except to the extent that such
obligations or liabilities relate to any Comcast Excluded Asset.  Except for the
AT&T Assumed Obligations and Liabilities, all obligations and liabilities of the
Comcast Parties or arising out of or relating to the Comcast Assets, the Comcast
Systems or  Comcast's  Cable  Business,  including  all  long-term  indebtedness
classified as such in accordance with GAAP (and the portion  thereof  classified
as current in  accordance  with GAAP)  will  remain and be the  obligations  and
liabilities  solely of the Comcast  Parties  ("Comcast  Excluded  Liabilities").
Except to the extent  reflected in the Working Capital  Adjustment,  the Comcast
Excluded Liabilities shall include any obligation,  liability or claims relating
to or arising  pursuant to (t) any  Comcast  Excluded  Asset,  (u) any breach or
default  under any Comcast Asset  occurring on or before the Closing  Time,  (v)
both any  Environmental  Law and actions to the extent relating to the period on
or prior to the Closing  Time  (including  matters  disclosed  or required to be
disclosed in Schedule 5.7), (w) Taxes, franchise fees, intercompany payables and
any other accounts payables, in each case incurred in or attributable to periods
or  portions  thereof  ending on or prior to the  Closing  Time,  (x) refunds of
rates,  charges or late fees with respect to periods  through and  including the
Closing Time, (y) Litigation commenced,  or to the extent related to the period,
on or  prior to the  Closing  Time,  or (z)  credit,  loan or  other  agreements
pursuant  to which the  Comcast  Parties  have  created,  incurred,  assumed  or
guaranteed indebtedness for borrowed money or under which any Lien securing such
indebtedness  has  been or may be  imposed  on any  Comcast  Asset.  No  Comcast
Excluded  Liability  shall be taken into  account  in  calculating  the  Working
Capital Adjustment Amount.

         4.2.  AT&T Excluded  Assets.  Except as set forth on Schedule 4.2 or on
Schedule  6.4.4(g),  for  purposes  of this  Agreement  the term "AT&T  Excluded
Assets" means all:

               (a)   programming    Contracts   (including   music   programming
Contracts), cable guide Contracts, master Contracts to which the AT&T Parties or
one or more of their  Affiliates  are  parties  (such as  master  retransmission
consent  agreements,  master multiple dwelling unit agreements,  master billing,
master  collection  and  similar  master  agreements)   retransmission   consent
agreements,  and  local  programming  agreements  (other  than  any  such  local
programming agreement listed in Schedule 6.4.4(g));

               (b) AT&T Plans;

               (c) insurance policies and rights and claims  thereunder,  except
as set forth in Section 12.14;

               (d)  bonds,  letters  of  credit,  surety  instruments  and other
similar items;

               (e)  except  for  petty  cash to the  extent  transferred  to the
Transferee  or as set  forth  in  Section  12.14,  cash  and  cash  equivalents,
including  cash  relating to  subscriber  prepayments  and  deposits,  and notes
receivable;

               (f) subject to Section  7.11,  Intellectual  Property held by the
AT&T Parties or any of their Affiliates;

                                      -25-
<PAGE>

               (g)  subscriber  billing  Contracts and related  equipment if not
owned by the AT&T Parties or any of their Affiliates;

               (h) assets,  rights or  properties  of the AT&T  Parties or their
Affiliates used or held for use other than primarily in connection with the AT&T
Systems;

               (i)  except for (1)  accounts  receivable,  (2) any other  claim,
right or interest to the extent  reflected  in the  Working  Capital  Adjustment
Amount and (3) as set forth in Section 12.14,  claims,  rights,  and interest in
and to any refunds of, or amounts credited against, Taxes or fees of any nature,
or other claims  against  Third  Parties,  relating to the operation of the AT&T
Systems prior to the Closing Time;

               (j) account books of original entry,  general ledgers,  financial
records  and  personnel  files  and  records  used in  connection  with the AT&T
Systems;

               (k) capital and vehicle leases;

               (l)  advertising   sales  agency  or   representation   Contracts
providing any Third Party or Affiliate of AT&T Corp. the right to sell available
advertising  time for an AT&T  System  other  than any such  Contract  listed on
Schedule 6.4.4(g);

               (m) proprietary  software of the AT&T Parties or any Affiliate of
AT&T Corp.  and  licenses  relating  to Third  Party  software  and  maintenance
agreements with respect thereto;

               (n)  Contracts  for any  fiber  or  fiber  capacity  lease or use
arrangements  that  provide to any Third Party or  Affiliate  of AT&T Corp.  the
right to use any fiber or capacity of an AT&T System, other than those listed in
Schedule 6.4.4(g);

               (o) Contracts for Internet access or on-line service arrangements
that provide to any Third Party or Affiliate of AT&T Corp.  the right to use the
transmission  capacity  of an AT&T  System to provide  Internet  access or other
on-line  services  over such AT&T  System,  other than those  listed in Schedule
6.4.4(g); and

               (p) Contracts and related  accounts  receivable for providing DMX
service to commercial accounts via direct broadcast satellite;

               (q) intercompany receivables; and

               (r) Contracts  and/or assets  specifically  described in Schedule
4.2(r).

         4.3.  Comcast Assumed Obligations and  Liabilities.  At the Closing and
effective as of the Closing Time,  each Comcast Party that is a Transferee  will
assume and, after the Closing Time,  such Comcast Party will pay,  discharge and
perform (as and to the extent the  applicable  Transferor is obligated to do so)
the following (collectively,  the "Comcast Assumed Obligations and Liabilities")
with respect to each AT&T System  transferred to such Comcast  Party:  (a) those
obligations  and  liabilities  accruing  after the  Closing  Time  under or with
respect to the AT&T Assets assigned and transferred to such Comcast Party at the
Closing,  except for obligations and liabilities arising from or relating to any
breach  or  default  under  any of the

                                      -26-

<PAGE>

foregoing  occurring on or prior to the Closing Time; (b) those  obligations and
liabilities of the Transferor for subscriber prepayments and deposits related to
such AT&T System  existing at the Closing  Time only to the extent such  amounts
were used to decrease the Working Capital Adjustment Amount with respect to such
System  pursuant to Section 3.2; (c) other  obligations  and  liabilities of the
Transferor only to the extent that such obligations and liabilities were used to
decrease the Working Capital  Adjustment Amount with respect to such AT&T System
pursuant to Section 3.2; and (d) all other  obligations  and  liabilities to the
extent  relating to the period  after the  Closing  Time and arising out of such
Comcast Party's ownership,  use or operation of the AT&T Assets (including those
items listed or described on Schedule  4.2) or its  operation of, or the conduct
of business through,  such AT&T System after the Closing (including with respect
to late fees that may be  charged by such  Comcast  Party  after the  Closing to
subscribers of such AT&T System),  except to the extent that such obligations or
liabilities  relate to any AT&T Excluded  Asset.  Except for the Comcast Assumed
Obligations and Liabilities, all obligations and liabilities of the AT&T Parties
or arising  out of or relating to the AT&T  Assets,  the AT&T  Systems or AT&T's
Cable  Business,  including  all  long-term  indebtedness  classified as such in
accordance  with  GAAP  (and  the  portion  thereof  classified  as  current  in
accordance with GAAP) will remain and be the obligations and liabilities  solely
of the  AT&T  Parties  ("AT&T  Excluded  Liabilities").  Except  to  the  extent
reflected in the Working Capital Adjustment, the AT&T Excluded Liabilities shall
include any obligation,  liability or claims relating to or arising  pursuant to
(t) any AT&T  Excluded  Asset,  (u) any breach or  default  under any AT&T Asset
occurring  on or before the Closing  Time,  (v) both any  Environmental  Law and
actions to the extent  relating  to the period on or prior to the  Closing  Time
(including  matters  disclosed or required to be disclosed in Schedule 6.7), (w)
Taxes, franchise fees, intercompany payables and any other accounts payables, in
each case incurred in or attributable  to periods or portions  thereof ending on
or prior to the Closing  Time,  (x) refunds of rates,  charges or late fees with
respect to periods  through and  including  the  Closing  Time,  (y)  Litigation
commenced, to the extent related to the period, on or prior to the Closing Time,
or (z) credit,  loan or other agreements pursuant to which the AT&T Parties have
created,  incurred,  assumed or guaranteed  indebtedness  for borrowed  money or
under which any Lien  securing such  indebtedness  has been or may be imposed on
any AT&T  Asset.  No AT&T  Excluded  Liability  shall be taken  into  account in
calculating the Working Capital Adjustment Amount.

         4.4.  Comcast Excluded  Assets.  Except as set forth on Schedule 4.4 or
on Schedule 5.4.4(g)), for purposes of this Agreement the term "Comcast Excluded
Assets" means all:

               (a)   programming    Contracts   (including   music   programming
Contracts), cable guide Contracts, master Contracts to which the Comcast Parties
and one or more of their  Affiliates are parties (such as master  retransmission
consent  agreements,  master multiple dwelling unit agreements,  master billing,
master  collection and similar master  agreements)  and  retransmission  consent
agreements;  and  local  programming  agreements  (other  than  any  such  local
programming agreement listed in Schedule 5.4.4(g);

               (b) Comcast Plans;

               (c) insurance policies and rights and claims  thereunder,  except
as set forth in Section 12.14;

                                      -27-
<PAGE>

               (d)  bonds,  letters  of  credit,  surety  instruments  and other
similar items;

               (e)  except  for  petty  cash to the  extent  transferred  to the
Transferee  or as set  forth  in  Section  12.14,  cash  and  cash  equivalents,
including  cash  relating to  subscriber  prepayments  and  deposits,  and notes
receivable;

               (f) subject to Section  7.11,  Intellectual  Property held by the
Comcast Parties or any of their Affiliates;

               (g)  subscriber  billing  Contracts and related  equipment if not
owned by the Comcast Parties or any of their Affiliates;

               (h) assets,  rights or properties of the Comcast Parties or their
Affiliates  used or held for use other than  primarily  in  connection  with the
Comcast Systems;

               (i)  except for (1)  accounts  receivable,  (2) any other  claim,
right or interest to the extent  reflected  in the  Working  Capital  Adjustment
Amount and (3) as set forth in Section 12.14,  claims,  rights,  and interest in
and to any refunds of, or amounts credited against, Taxes or fees of any nature,
or other claims against Third Parties,  relating to the operation of the Comcast
Systems prior to the Closing Time;

               (j) account books of original entry,  general ledgers,  financial
records and  personnel  files and records  used in  connection  with the Comcast
Systems;

               (k) capital and vehicle leases;

               (l)  advertising   sales  agency  or   representation   Contracts
providing any Third Party or Affiliate of Comcast Corporation, the right to sell
available  advertising  time for a Comcast  System other than any such  Contract
listed on Schedule 5.4.4(g);

               (m) proprietary  software of the Comcast Parties or any Affiliate
of Comcast  Corporation  and  licenses  relating  to Third  Party  software  and
maintenance agreements with respect thereto;

               (n)  Contracts  for any  fiber  or  fiber  capacity  lease or use
arrangements   that   provide  to  any  Third  Party  or  Affiliate  of  Comcast
Corporation,  the right to use any fiber or capacity of a Comcast System,  other
than those listed in Schedule 5.4.4(g);

               (o) Contracts for Internet access or on-line service arrangements
that provide to any Third Party or Affiliate of Comcast Corporation the right to
use the transmission  capacity of a Comcast System to provide Internet access or
other  on-line  services  over such Comcast  System,  other than those listed in
Schedule 5.4.4(g); and

               (p) Contracts and related  accounts  receivable for providing DMX
service to commercial accounts via direct broadcast satellite;

               (q) intercompany receivables; and

                                      -28-
<PAGE>

               (r) Contracts  and/or assets  specifically  described in Schedule
4.4(r).

5.       COMCAST CORPORATION'S REPRESENTATIONS AND WARRANTIES.

         Comcast Corporation represents and warrants to the AT&T Entities as set
forth in this Article 5 as of the date hereof.

         5.1.  Organization and Qualification. Each of the Comcast Entities is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of its jurisdiction of incorporation,  a general  partnership that has been
duly  formed  and is  validly  existing  under the laws of its  jurisdiction  of
formation,  or a limited  liability  company  that has been duly  formed  and is
validly existing under the laws of its  jurisdiction of formation.  Each Comcast
Party has all requisite  power and  authority to own,  lease and use the Comcast
Assets  owned,  leased or used by it and to conduct its Cable  Business as it is
currently  being  conducted by it. Each of the Comcast Parties is duly qualified
to do business and is in good standing  under the laws of each  jurisdiction  in
which the ownership,  leasing or use of the Comcast Assets owned, leased or used
by it or the nature of its  activities  in connection  with its Comcast  Systems
makes  such  qualification  necessary,  except  for such  matters  as would not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect. For purposes of this Agreement, "Material Adverse Effect" means,
as the context  requires,  a material  adverse  effect on the business,  assets,
financial condition or results of operations of (a) AT&T's Cable Business, taken
as a whole  (excluding  such effects to the extent  relating to  liabilities  or
assets to be retained by any AT&T Entity under this Agreement), or (b) Comcast's
Cable Business,  taken as a whole (excluding such effects to the extent relating
to  liabilities  or assets to be  retained  by any  Comcast  Entity  under  this
Agreement), in each case, without giving effect to the transactions contemplated
by this Agreement or the announcement  thereof or changes in conditions that are
applicable to the cable television industry in general.

         5.2.  Authority  and  Validity.  Each Comcast  Entity has all requisite
corporate or partnership power and authority to execute and deliver,  to perform
its obligations under, and to consummate the transactions  contemplated by, this
Agreement and the  Transaction  Documents to which it is a party.  The execution
and  delivery  by  each  Comcast  Entity  of,  its  performance  under  and  its
consummation  of the  transactions  contemplated  by,  this  Agreement  and  the
Transaction Documents to which such Comcast Entity is a party have been duly and
validly  authorized by all action by or on behalf of such Comcast  Entity.  This
Agreement has been,  and when executed and delivered by each Comcast  Entity the
Transaction  Documents to which such Comcast Entity is a party will be, duly and
validly  executed and delivered by such Comcast Entity and the valid and binding
obligations of such Comcast Entity,  enforceable  against such Comcast Entity in
accordance  with their  terms,  except as the same may be limited by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws  now or
hereafter in effect relating to the enforcement of creditors'  rights  generally
or by principles governing the availability of equitable remedies.

         5.3.  No Conflict; Required  Consents.  Except as set forth on Schedule
5.3, and assuming the  expiration or earlier  termination  of the waiting period
under the HSR Act has  occurred,  the  execution  and  delivery by each  Comcast
Entity  of,  its  performance  under and its  consummation  of the  transactions
contemplated  by, this  Agreement  and the  Transaction

                                      -29-

<PAGE>

Documents  to which  such  Comcast  Entity is a party do not and will  not:  (a)
conflict with or violate any provision of the  organizational  documents of such
Comcast Entity; (b) violate any provision of any Legal Requirement;  (c) require
any consent, approval or authorization of, or filing of any certificate, notice,
application,  report or other document with, any Governmental Authority or other
Person;  or (d) (i) without regard to requirements  of notice,  lapse of time or
elections of other Persons or any combination  thereof,  conflict with, violate,
result in a breach of or  constitute a default  under,  (ii) permit or result in
the termination, suspension or modification of, (iii) result in the acceleration
of (or give any Person the right to accelerate)  the  performance of any Comcast
Entity under,  or (iv) otherwise  adversely  affect the rights or obligations of
any  Comcast  Entity  under,  any  Comcast  Systems  Contract,  Comcast  Systems
Franchise  or  Comcast  Systems  License,  or  (e)  result  in the  creation  or
imposition of any Lien upon any Comcast  Asset,  subject to such  exceptions for
purposes of clauses (b), (c), (d) and (e) as would not,  individually  or in the
aggregate,  reasonably  be  expected  to have a  Material  Adverse  Effect  or a
material  adverse effect on the ability of the Comcast Entities to perform their
obligations under this Agreement or the Transaction Documents.

         5.4.  Assets.

               5.4.1. Except as described in Schedule 5.4.1, Comcast Corporation
owns,  directly  or  indirectly,  all of the  equity  interests  in the  Comcast
Parties. The Comcast Parties have good,  marketable title to (or, in the case of
Assets  that are  leased,  valid  leasehold  interests  in) all of the  material
Comcast Assets,  free and clear of all Liens,  except Permitted Liens. Except as
described  on  Schedule  5.4.1 and except as would not,  individually  or in the
aggregate, reasonably be expected to have a Material Adverse Effect, the Comcast
Tangible  Personal  Property (which for this purpose shall include all towers on
Comcast Owned Property) is in good operating condition and repair (ordinary wear
and tear and routine  failures  excepted),  and is usable and  adequate  for the
operation of Comcast's Cable Business.

               5.4.2.  Subject  to  Sections  7.5.4(b)  and 7.5.5 and except for
items included in the Comcast Excluded Assets, (i) the Comcast Assets constitute
in all  material  respects  all the  assets of the  Comcast  Entities  and their
Affiliates primarily held for, used in or necessary for Comcast's Cable Business
and (ii) the right,  title and interest  therein to be  transferred  pursuant to
this  Agreement  will be  sufficient  to permit the AT&T Parties in all material
respects (a) to conduct Comcast's Cable Business as it is being conducted and in
compliance  with all Legal  Requirements,  (b) to operate the Comcast Systems as
they  are  being  operated  and  in  compliance   with  all   applicable   Legal
Requirements,   and  (c)  to  perform  all  the  AT&T  Assumed  Obligations  and
Liabilities.

               5.4.3.  Except as  described  on Schedule  5.4.3,  and other than
direct broadcast satellite and satellite master antenna television: (i) no cable
television  system or other MVPD other than a Comcast System is operating in any
areas in which the Comcast Systems currently  provide cable television  service;
(ii) no local franchising  authority for a community in which any Comcast System
is operating has awarded a cable television franchise or other similar operating
authority  to any Person  other  than a Comcast  Party;  and (iii) to  Comcast's
Knowledge,  no MVPD has  applied  for a  franchise  or other  similar  operating
authority to serve any such community.

                                      -30-
<PAGE>

               5.4.4. All of the material Comcast Tangible  Personal Property is
listed on  Schedule  5.4.4(a).  All of the Comcast  Owned  Property is listed on
Schedule  5.4.4(b).  All of the  Comcast  Leased  Property is listed on Schedule
5.4.4(c).  All of the  Comcast  Other  Real  Property  Interests  are  listed on
Schedule  5.4.4(d).  All of the Comcast System Franchises are listed on Schedule
5.4.4(e).  All of the Comcast System  Licenses are listed on Schedule  5.4.4(f).
All of the material Comcast System Contracts are listed on Schedule 5.4.4(g).

         5.5.  Comcast Systems  Franchises,  Comcast Systems  Licenses,  Comcast
               Systems Contracts and Comcast Other Real Property Interests.

               5.5.1.  Except as  described  on  Schedules  5.5.4(c),  5.4.4(d),
5.4.4(e),  5.4.4(f) and Schedule 5.4.4(g),  or, in the case of Section 5.5.1(g),
as separately  provided by Comcast Corporation to AT&T Corp., and except for the
Comcast  Excluded  Assets,  no Comcast Entity is bound or affected by any of the
following that relate primarily or in whole to Comcast's Cable Business:

               (a)  leases  of real  property  or  material  personal  property,
including all capital leases;

               (b)  franchises  and  similar  authorizations  or permits for the
construction or operation of cable television  systems,  or Systems Contracts of
substantially equivalent effect;

               (c) licenses, authorizations, consents or permits of the FCC;

               (d)  licenses,  authorizations,  consents or permits of any other
Governmental Authority;

               (e) crossing agreements, easements or rights-of-way;

               (f) pole line or joint line  agreements  or  underground  conduit
agreements;

               (g) bulk service,  commercial  service or multiple  dwelling unit
agreements (except access agreements for buildings that are not bulk billed);

               (h) any must-carry elections or retransmission  consents relating
to the Comcast Systems or Comcast Assets;

               (i) Contracts which would be binding upon any System post-Closing
with any Comcast Entity or any of their Affiliates;

               (j)  system  specific  programming  agreements  or signal  supply
agreements;

               (k) agreements with the FCC or any other  Governmental  Authority
relating to the operation or  construction  of the Comcast  Systems that are not
fully  reflected  in the Comcast  Systems  Franchises,  or any  agreements  with
community  groups or similar Third Parties  restricting or limiting the types of
programming that may be shown on any of the Comcast Systems;

                                      -31-
<PAGE>

               (l)  partnership,  joint venture or other  similar  agreements or
arrangements;

               (m) any agreement that limits the freedom of the Comcast  Parties
to  compete in any line of  business  or with any Person or in any area or which
would so limit the freedom of the AT&T Parties after the Closing;

               (n) any  Systems  Contract  relating  to the  use of the  Comcast
Assets to provide,  or the  provision  by the Comcast  Systems of,  telephone or
high-speed data services;

               (o) any advertising interconnect agreements;

               (p) any agreement with any Comcast System Employee; or

               (q) any Systems  Contract  that is not the subject  matter of any
other clause of this Section 5.5.1 which (i) will remain effective for more than
one year after Closing,  (ii)  contemplates  payments by or to any Comcast Party
exceeding $150,000 under any single contract or the termination or expiration of
which would reasonably be expected to have a Material Adverse Effect or (iii) is
otherwise material to the Comcast Systems.

All of the foregoing types of Systems Contracts are referred to as the "Material
Comcast Systems Contracts."

               5.5.2.  Schedules  5.4.4(e) and 5.4.4(f)  list all of the Comcast
Systems Franchises and all Comcast Systems Licenses, respectively.  Complete and
correct copies of the Comcast Systems  Franchises,  all Comcast Systems Licenses
issued by the FCC and any other  material  Comcast  Systems  Licenses  have been
provided  to AT&T  Corp.  Except as set forth on  Schedule  5.5.2,  the  Comcast
Systems Franchises contain all of the commitments and obligations of the Comcast
Entities to the applicable  Governmental Authority granting such Comcast Systems
Franchises  with respect to the  construction,  ownership  and  operation of the
Comcast Systems,  including any commitment to any local franchising authority to
make any material  expenditure  or capital  addition or betterment to any of the
Comcast  Systems or Comcast Assets that will not be fulfilled or satisfied prior
to the Closing Time. The Comcast Systems Franchises and Comcast Systems Licenses
are  currently in full force and effect,  are not in default and are valid under
all  applicable  Legal  Requirements  according  to their  terms.  No event  has
occurred that, with notice or lapse of time or both,  would constitute a breach,
violation or default by any Comcast Entity, and to Comcast's Knowledge, no event
has  occurred  that,  with notice or lapse of time or both,  would  constitute a
breach,  violation or default by any other Person,  of any material  obligations
under any of the Comcast  Systems  Franchises or Comcast Systems  Licenses,  and
would,  individually  or in the  aggregate,  reasonably  be  expected  to have a
Material   Adverse  Effect.   Except  for  routine  filings  with   Governmental
Authorities  or  as  described  on  Schedule   5.5.2,   there  are  no  material
applications  relating  to any  Comcast  Systems  Franchise  or Comcast  Systems
License  pending before any  Governmental  Authority.  Since January 1, 1999, no
Systems Franchise of any Comcast Party or Comcast Systems License of any Comcast
Party has been surrendered or has otherwise terminated without the issuance of a
replacement Comcast Systems Franchise or Comcast Systems License,  respectively.
There is no legal action,  governmental  proceeding or investigation pending or,
to Comcast's Knowledge,  threatened to terminate,  suspend or modify any Comcast
Systems  Franchise or Comcast Systems  License.


                                      -32-

<PAGE>

Except as set forth in Schedule 5.5.2, each Comcast System is operating pursuant
to  a  valid  franchise  or  similar  authorization  or  permit  issued  by  the
appropriate  Governmental  Authority  in every  market in which  such  System is
supplying  cable  television  service.   Prior  to  the  date  hereof,   Comcast
Corporation  has provided a list to AT&T Corp. of the date on which each Comcast
System Franchise will expire.  Such list is correct and accurate in all material
respects.  No Comcast Entity has received,  nor does it have notice that it will
receive, from any Governmental Authority a preliminary assessment that a Comcast
Systems  Franchise should not be renewed as provided in Section 626(c)(1) of the
Cable Act.  Neither  any  Comcast  Entity  nor any  Governmental  Authority  has
commenced  or  requested  the  commencement  of  an  administrative   proceeding
concerning  the renewal of a Comcast  Systems  Franchise  as provided in Section
626(c)(1)  of the Cable Act. The Comcast  Parties  have timely filed  notices of
renewal in accordance with the Cable Act with all Governmental  Authorities with
respect to each of the Comcast Systems  Franchises  expiring within 36 months of
the date of this Agreement.  Such notices of renewal have been filed pursuant to
the formal  renewal  procedures  established by Section 626(a) of the Cable Act.
Except as set forth on Schedule  5.5.2 and except for such matters as would not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect,  the Comcast  Systems are being operated in material  compliance
with the terms and  conditions  of all Comcast  Systems  Franchises  and Comcast
Systems  Licenses  and  other   applicable   requirements  of  all  Governmental
Authorities  (including the FCC and the United States Copyright Office) relating
to such Comcast Systems  Franchises and Comcast Systems Licenses,  including all
requirements for  notification,  filing,  reporting,  posting and maintenance of
logs and records.

               5.5.3.  Comcast  Corporation has delivered to AT&T Corp. true and
complete  copies  of all  Material  Comcast  Systems  Contracts,  including  any
amendments  thereto (or, in the case of oral Contracts that are Material Comcast
Systems  Contracts,  true  and  complete  written  summaries  thereof)  and each
document evidencing or insuring ownership of the Comcast Owned Property.  Except
as  described  on  Schedule  5.5.3 and  except  for such  matters  as would not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect, (i) each Comcast Entity has fulfilled when due, or has taken all
action  necessary to enable it to fulfill when due, all of such Comcast Entity's
obligations  under  each of its  Material  Comcast  Systems  Contracts,  (ii) to
Comcast's  Knowledge,  there has not  occurred  any default  (without  regard to
requirements  of  notice,  lapse of time,  elections  of  other  Persons  or any
combination  thereof)  by any  Person  of any  material  obligations  under  any
Material Comcast Systems Contracts and (iii) to Comcast Corporation's knowledge,
the Material Comcast Systems Contracts,  are valid and binding agreements of the
applicable  third party to the Material  Comcast Systems  Contracts and assuming
that the Material Comcast Systems Contracts are valid and binding  agreements on
the applicable third party, the Material Comcast Systems Contracts are valid and
binding  agreements  of the  applicable  Comcast Party and are in full force and
effect.

               5.5.4. Except as disclosed on Schedule 5.5.4, none of the Comcast
Systems or material Comcast Assets are subject to any purchase option,  right of
first  refusal or similar  arrangement  which  would be  triggered  by the sale,
transfer  or other  disposition  of such  Systems or Assets (a  "Comcast  System
Option").

               5.5.5. Set forth on Schedule 5.5.5 is each lease for vehicles and
each  capital  lease that in either  case  would be a Comcast  Asset but for the
effect of Section 7.4.

                                      -33-
<PAGE>

         5.6.  Real Property.  All the Comcast Owned  Property,  Comcast  Leased
Property and material  Comcast  Other Real  Property  Interests are described on
Schedules 5.4.4(b), 5.4.4(c) and 5.4.4(d). Except for ordinary wear and tear and
routine  repairs or as set forth on  Schedule  5.6 or for such  matters as would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, all of the improvements, leasehold improvements and the premises
of the Comcast  Owned  Property  and the premises  demised  under the leases and
other  documents  evidencing  the  Comcast  Leased  Property  are in  reasonable
operating  condition and repair and are suitable for the purposes  used.  Except
for such matters as would not,  individually or in the aggregate,  reasonably be
expected  to have a  Material  Adverse  Effect,  each  parcel of  Comcast  Owned
Property and each parcel of Comcast  Leased  Property (a) has access to and over
public  streets or private  streets or property for which a Comcast  Party has a
valid  right of  ingress  and  egress,  (b)  except  as set  forth on  Schedules
5.4.4(b),  5.4.4(c) and  5.4.4(d),  conforms in its current use,  occupancy  and
operation to all zoning requirements  without reliance upon a variance issued by
a  Governmental  Authority  or a  classification  of the parcel in question as a
nonconforming  use, (c)  conforms in all respects in its current use,  occupancy
and operation to all restrictive covenants, if any, or other Liens affecting all
or part of such parcel, and (d) is available for immediate use in the conduct of
the  business  or  operations  of the  Comcast  Systems.  There  are no  pending
condemnation,  expropriation, eminent domain or similar proceedings of which any
Comcast Entity has received notice, or, to Comcast's  Knowledge,  affecting,  in
any material respect, all or any portion of the Comcast Owned Property,  Comcast
Leased Property or material Comcast Other Real Property Interests.

         5.7.  Environmental.

               5.7.1.  Except as  described  on Schedule 5.7 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material Adverse Effect, each Comcast Entity has obtained or caused to
be  obtained  all  permits   necessary   for  its   operations  to  comply  with
Environmental  Laws and is in compliance  with the terms of such permits and all
Environmental  Laws  insofar as they  relate to the  Comcast  Assets.  Except as
described on Schedule 5.7 and except for such matters as would not, individually
or in the aggregate,  reasonably be expected to have a Material  Adverse Effect,
no Comcast Entity has received any notice of or has Knowledge of (i) any release
or  threatened  release of any  Hazardous  Substances  from or on or relating to
activities or operations  conducted on the Comcast Owned Property or the Comcast
Leased  Property or any property  previously  owned,  leased or operated by such
Comcast Party in connection with Comcast's Cable Business or the Comcast Assets,
or (ii) any liability  under,  or any violation  of, any  Environmental  Laws or
permits in connection with Comcast's Cable Business or Comcast Assets. Except as
described on Schedule 5.7 and except for such matters as would not, individually
or in the aggregate,  reasonably be expected to have a Material  Adverse Effect,
no Comcast  Entity has  received  any  notice of, and has no  Knowledge  of, any
events, conditions, circumstances, activities, practices or incidents (including
the presence,  use,  generation,  manufacture,  disposal,  release or threatened
release of any Hazardous  Substances  from or on the Comcast  Owned  Property or
Comcast Leased Property or any property  previously owned, leased or operated by
such Comcast Party in connection  with  Comcast's  Cable Business or the Comcast
Assets) which could interfere with or prevent  compliance with any Environmental
Law,  or which are  reasonably  likely to give  rise or have  given  rise to any
liability, whether accrued, contingent,  absolute,  determined,  determinable or
otherwise  under any  Environmental  Law, in each case, in  connection  with the
Comcast

                                      -34-

<PAGE>

Owned  Property or Comcast  Leased  Property or any property  previously  owned,
leased or operated by such Comcast  Party in  connection  with  Comcast's  Cable
Business or the Comcast Assets.

               5.7.2.  Except as  described  on Schedule 5.7 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material  Adverse Effect (a) no  aboveground  or  underground  storage
tanks are  currently  or have been  located on any  Comcast  Owned  Property  or
Comcast  Leased  Property,  (b) no Comcast  Owned  Property  or  Comcast  Leased
Property  has been used at any time as a gasoline  service  station or any other
facility for storing,  pumping,  dispensing  or producing  gasoline or any other
petroleum products or wastes; and (c) no polychlorinated biphenyls,  radioactive
material,  lead,   asbestos-containing  material,   incinerator,  sump,  surface
impoundment,  lagoon, landfill,  septic,  wastewater treatment or other disposal
system are or have been  present at, on or under any Comcast  Owned  Property or
Comcast  Leased  Property or any property  now or  previously  owned,  leased or
operated by such Comcast Party in connection  with  Comcast's  Cable Business or
the Comcast Assets.

               5.7.3.  Except as  described  on Schedule 5.7 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material Adverse Effect,  no Hazardous  Substance has been discharged,
disposed of, dumped, injected,  pumped, deposited,  spilled, leaked, emitted, or
released at, on or under any Comcast Owned Property or Comcast  Leased  Property
or any other property now or previously owned, leased or operated by any Comcast
Party in connection with Comcast's Cable Business or the Comcast Assets.  Except
as  described  on Schedule  5.7,  no Comcast  Owned  Property or Comcast  Leased
Property  and no property  now or  previously  owned,  leased or operated by any
Comcast Party in connection with Comcast's Cable Business or the Comcast Assets,
nor any property to which Hazardous  Substances located on or resulting from the
use of any Comcast Owned  Property or Comcast  Leased  Property or operations of
any Comcast Party have been  transported,  nor any property to which any Comcast
Party  has,   directly  or   indirectly,   transported   or  arranged   for  the
transportation of any Hazardous Substances is listed or, to Comcast's Knowledge,
proposed for listing on the National  Priorities  List  promulgated  pursuant to
CERCLA,  or CERCLIS  (as defined in CERCLA) or on any  similar  federal,  state,
local or foreign list of sites requiring investigation or cleanup.

               5.7.4.  Complete and correct copies of (a) all studies,  reports,
surveys or other similar written materials in any Comcast Entity's possession or
to which any Comcast Entity has access relating to environmental matters at, on,
under or affecting  the Comcast  Owned  Property or Comcast  Leased  Property or
otherwise  relating to the Comcast Cable Business or Comcast  Assets,  including
the presence or alleged presence of Hazardous Substances, (b) all notices (other
than  general  notices  made by general  publication)  in any  Comcast  Entity's
possession or to which any Comcast Entity has access that were received from any
Governmental   Authority   having  the  power  to   administer  or  enforce  any
Environmental  Laws relating to current or past  ownership,  use or operation of
the Comcast  Owned  Property or Comcast  Leased  Property or  activities  at the
Comcast  Owned  Property  or Comcast  Leased  Property,  and (c) all notices and
related  materials in any Comcast  Entity's  possession  or to which any Comcast
Entity has access  relating  to any  Litigation  related to any  Comcast  System
concerning  any  Environmental  Law or written  allegation  by any private Third
Party concerning any Environmental Law and any

                                      -35-

<PAGE>

Comcast  System  have been  provided to AT&T Corp.  (other than those  materials
constituting attorney-client privileged communications).

               5.7.5.  Except as set  forth on  Schedule  5.7.5,  as of the date
hereof none of the Comcast Owned Property or Comcast Leased  Property or Comcast
Other Real Property Interests is located in New Jersey or Connecticut.

         5.8.  Compliance with Legal Requirements.

               5.8.1.  Except as set forth on  Schedule  5.8 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material  Adverse  Effect,  the  operation of the Comcast  Systems and
Comcast's Cable Business as currently conducted does not violate or infringe any
applicable  Legal  Requirements  (other  than Legal  Requirements  described  in
Sections 5.7, 5.8.3 and 5.8.4,  as to which the  representations  and warranties
set forth in those subsections will apply) or the grounding  requirements of the
National  Electrical Safety Code. Except as set forth on Schedule 5.8 and except
for such matters as would not,  individually or in the aggregate,  reasonably be
expected to have a Material  Adverse Effect,  no Comcast Entity has received any
notice of, and to Comcast's  Knowledge there is not, any violation by any of the
Comcast  Systems  of any  Legal  Requirement  applicable  to  the  installation,
ownership and operation of the Comcast Systems as currently conducted.

               5.8.2.  Except as set forth on  Schedule  5.8,  and except to the
extent  that it would not  reasonably  be  expected  to have a Material  Adverse
Effect,  without  limiting the generality of the  foregoing,  since such Comcast
Party's  acquisition of such Comcast  Systems:  there have been submitted to the
FCC all required filings,  including cable television  registration  statements,
annual reports and aeronautical  frequency usage notices and all regulatory fees
that are required  under the rules and  regulations of the FCC; the operation of
the Comcast Systems has been and is in compliance with the rules and regulations
of the FCC,  and no Comcast  Entity has  received any notice from the FCC of any
violation of its rules and  regulations;  each Comcast  Entity is and since 1991
has been certified as in compliance with the FCC's equal employment  opportunity
rules and has received no written  notices with respect to  non-compliance  with
such  rules;  the  Comcast  Systems are in  compliance  with all signal  leakage
criteria  prescribed  by the FCC and all  required FCC Forms 320 for the Comcast
Systems have been filed for the last two reporting  periods,  and all such Forms
320 show "passing" or "satisfactory"  signal leakage scores. Each Comcast System
holds all licenses,  registrations  or permits from the FCC for business  radio,
satellite,  earth station receiving facilities and CARS or private fixed service
microwave  facilities that are necessary or appropriate to carry on the business
of such Comcast System as conducted on the date hereof.  Each Comcast System has
provided all required  subscriber privacy notices to new subscribers at the time
of  installation,  and to all  subscribers  on an annual basis,  and the Comcast
Systems have taken commercially  reasonable steps to prevent unauthorized access
to personally  identifiable  information.  The Comcast Systems have provided all
customer  notices  required  by the  Communications  Act,  including  notices of
customer service, availability of Basic Services and equipment compatibility. No
Comcast  System has  received  any request  for  commercial  leased  access with
respect  to such  Comcast  System  within  the past 120 days,  except  for those
requests set forth on Schedule 5.8. There are no complaints or other proceedings
instituted before the FCC concerning commercial leased access, program access or
any other  aspect of the  Comcast  Systems'  operations,  except as set forth on
Schedule 5.8. Each Comcast

                                      -36-

<PAGE>

Entity  has used  commercially  reasonable  efforts  to comply  in all  material
respects with any customer  service  standards  applicable to it with respect to
the Comcast Systems.  No Comcast Entity has received written notice with respect
to the Comcast  Systems from any  Governmental  Authority to establish  customer
service  standards  with  respect to the  Comcast  Systems  that  exceed the FCC
standards promulgated pursuant to the Cable Act, except as set forth on Schedule
5.8. For each relevant  semi-annual  reporting period since such Comcast Party's
acquisition of such Comcast System, such Comcast Party has timely filed with the
United States  Copyright  Office all required  Statements of Account in true and
correct form, has paid when due all required  copyright  royalty fee payments in
correct  amount  relating  to  such  Comcast  System's  carriage  of  television
broadcast  signals,  and is otherwise in compliance with the requirements of the
compulsory  license  described  in  Section  111 of the  Copyright  Act  and all
applicable rules and regulations of the Copyright Office. Except as set forth on
Schedule  5.8 and except for such matters as would not,  individually  or in the
aggregate, reasonably be expected to have a Material Adverse Effect, the Comcast
Entities have no Knowledge,  with respect to any Comcast System  acquired by any
Comcast Party since January 1, 1994, of any previous  owner's  failure to comply
with the copyright licensing  requirements with respect to any Comcast System or
any  written  claim or  inquiry  from any Person  that  questions  such  Comcast
System's  failure to comply.  Comcast  Corporation  has  delivered to AT&T Corp.
copies of all reports,  filings and correspondence made or filed with the FCC or
pursuant to the FCC rules and  regulations for the past year with respect to the
Comcast Systems, and all reports,  filings and correspondence made or filed with
the United States Copyright Office or pursuant to United States Copyright Office
rules and  regulations  for the past  three  years with  respect to the  Comcast
Systems.

               5.8.3.  Except  as set  forth on  Schedule  5.8 and as  otherwise
provided  in this  Section  5.8.3  and  except  for rate  regulation  (which  is
addressed  under Section  5.8.4),  each of the owners of the Comcast Systems has
complied  with the  provisions  of the Cable Act and the 1992  Cable Act as such
Legal  Requirements  relate to the operation of the Comcast Systems,  except for
such  matters as would not,  individually  or in the  aggregate,  reasonably  be
expected to have a Material  Adverse  Effect.  Except for such  matters as would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect,  with respect to the Comcast Systems,  each of the owners of the
Comcast   Systems  has  complied  in  all  respects  with  the   must-carry  and
retransmission  consent  provisions of the 1992 Cable Act including (i) duly and
timely notifying "local  commercial  television  stations" of inadequate  signal
strength or increased  copyright  liability,  if applicable,  (ii) to the extent
required, duly and timely notifying  non-commercial  educational stations of the
location  of its  Comcast  Systems'  principal  headends,  (iii) duly and timely
notifying  subscribers  of  changes  in the  channel  alignment  on its  Comcast
Systems,  (iv) duly and timely  notifying "local  commercial and  non-commercial
television  stations" of the broadcast  signals  carried on Comcast  Systems and
their channel  positions,  (v) maintaining the requisite public file identifying
broadcast  signal carriage,  (vi) carrying the broadcast  signals after December
31, 1996, on its Comcast Systems for all "local commercial  television stations"
which are entitled to must-carry  status and, if required,  up to two "qualified
low  power  stations",   (vii)  complying  with  applicable   channel  placement
obligations  and (viii)  obtaining  retransmission  consents  for all  broadcast
signals carried on its Comcast  Systems after December 31, 1996,  except for the
non-exempt  signals  carried  pursuant to a must-carry  election and for signals
carried with implied consent while  conducting  negotiations  for the renewal of
expired  retransmission  consent agreements.  No must-carry complaint is pending
against  any Comcast  System at the FCC,  nor, to  Comcast's  Knowledge,  is any
threatened  except  as set  forth  on

                                      -37-
<PAGE>

Schedule 5.8.  Comcast  Corporation  has  delivered to AT&T Corp.  copies of any
pending  petitions  any  Comcast  Entity  has on file  with the  FCC,  including
requests for market  modifications or petitions for special relief or any market
modification  requests or special relief petitions  affecting any Comcast System
that have been served on any Comcast Entity. The FCC has not issued any decision
with respect to a must-carry  complaint  finding any Comcast System in violation
of the  must-carry  rules,  except as set forth on Schedule  5.8.  Each  Comcast
System has complied with all written  requests which it has received for network
nonduplication,  syndicated exclusivity and sports blackout protection which are
applicable to such Comcast System.

               5.8.4.  The owners of the Comcast Systems have used  commercially
reasonable  efforts to establish rates charged and a la carte packages  provided
to subscribers  of the Comcast  Systems that are currently  allowable  under the
rules and  regulations  promulgated by the FCC under the 1992 Cable Act, and any
authoritative interpretation thereof, to the extent such rates (on any tier) are
presently  subject to regulation or, as of the date such rates were implemented,
were subject to regulation,  by any Governmental Authority.  Notwithstanding the
foregoing,  no Comcast Entity makes any  representation  or warranty that either
the  rates  charged  to  subscribers  or the a la carte  packages  provided  are
allowable  under any  rules and  regulations  of the FCC,  or any  authoritative
interpretation  thereof,  promulgated  after  the date of the  Closing.  Comcast
Corporation  has delivered to AT&T Corp.  complete and correct copies of all FCC
Forms 328, 329, 393, 1200,  1205,  1210,  1215,  1220 and 1240 and any other FCC
rate  forms  filed  with the local  franchising  authority  and/or  the FCC with
respect to the Comcast Systems (and will deliver, as soon as available, all such
FCC forms that are prepared with respect to the Comcast Systems),  copies of all
correspondence  with any  Governmental  Authority  relating  to rate  regulation
generally or specific rates charged to  subscribers to the Comcast  Systems (FCC
Form 329) or certifications  to regulate rates (FCC Form 328),  including copies
of any  complaints  filed  with the FCC with  respect  to any rates  charged  to
subscribers  of the  Comcast  Systems  which  are  pending  at the FCC,  and any
documentation supporting an exemption from the rate regulation provisions of the
1992 Cable Act claimed with respect to the Comcast Systems.  Except as set forth
on Schedule  5.8, no Comcast  Entity has made any  election  with respect to any
cost-of-service  proceeding conducted in accordance with Part 76.922 of Title 47
of the Code of Federal Regulations or any similar proceeding (a "Cost of Service
Election") with respect to any Comcast Systems.

               5.8.5.  Except as set forth on Schedule  5.8, all  necessary  FAA
approvals have been obtained and all necessary FCC tower registrations have been
filed with respect to the height and location of towers used in connection  with
the  operation  of the Comcast  Systems,  and such towers are being  operated in
compliance  in all material  respects  with  applicable  FCC and FAA rules.  The
ownership, height (with and without appurtenances), location (address, latitude,
longitude and ground elevation), structure type and FCC call signs of each tower
used in  connection  with the  operation  of the Comcast  Systems are  correctly
described on Schedule 5.8. To the extent  applicable,  Comcast  Corporation  has
delivered to AT&T Corp. true and correct copies of the FAA final  determinations
and FCC registrations for all such towers.

         5.9.  Intellectual  Property.  Except as set forth on Schedule  5.9, to
Comcast's Knowledge,  the Comcast Systems and Comcast's Cable Business have been
operated in such a manner so as not to violate or infringe  upon the rights,  or
give rise to any rightful claim of any

                                      -38-

<PAGE>

Person  for  copyright,  trademark,  service  mark,  patent or  license or other
intellectual property right infringement.

         5.10. Financial  Statements.   With  respect  to each  Comcast  System,
Comcast  Corporation has delivered to AT&T Corp.  correct and complete copies of
(a) an unaudited system balance sheet and related  unaudited system statement of
operations  for and as of the year ended  December 31, 1999 and (b) an unaudited
system  balance  sheet as of June  30,  2000,  and a  related  unaudited  system
statement of operations for the six-month period then ended  (collectively,  the
"Comcast Financial Statements"). The Comcast Financial Statements are management
reports that fairly present,  in all material  respects,  such Comcast  System's
financial position and results of operations as of the dates and for the periods
indicated,  subject to normal  adjustments,  allocations  and accruals  (none of
which will be material to the  financial  position or  operating  results of the
systems) and exclusive of the final  allocation of Comcast's  purchase  price to
acquire Systems from Prime Communications, LLC, Rogers Communications, Inc., and
the E.W. Scripps Company. Such purchase price allocations would primarily effect
franchise costs, property and equipment, depreciation and amortization.

         5.11. Absence  of Certain  Changes  or  Events.  Except as set forth on
Schedule 5.11, since May 4, 1999, there has been no (i) Material Adverse Effect,
nor has any event or  events  (other  than any  affecting  the cable  television
industry  generally)  occurred that,  individually  or in the  aggregate,  would
reasonably be expected to result in a Material Adverse Effect, and (ii) material
change in accounting  principles or practices  with respect to the Comcast Cable
Business or revaluation of the Comcast Assets for financial reporting,  property
tax or other purposes. From May 4, 1999 to the date of this Agreement, Comcast's
Cable Business has been conducted only in the usual, regular and ordinary course
and no Comcast  Party has taken any actions  that would  cause the  transactions
contemplated  hereby to fail to qualify as a like-kind  exchange  under  Section
1031 of the Code, except as disclosed on Schedule 5.11, except where the failure
to conduct business in such manner would not have a Material Adverse Effect or a
material  adverse effect on the ability of the Comcast Entities to perform their
obligations  under this  Agreement  and except  where  such  conduct  out of the
ordinary course was effected to carry out and comply with this Agreement.

         5.12. Litigation. Except as set forth on Schedule 5.12: (a) there is no
Litigation pending against any Comcast Entity or any of its Affiliates,  nor has
any Comcast Entity  received any notice of, and to Comcast's  Knowledge there is
no,  threatened  Litigation  and (b)  there  is not in  existence  any  Judgment
requiring any Comcast  Entity or any of its Affiliates to take any action of any
kind with respect to the Comcast Assets or the operation of any Comcast Systems,
or to which any Comcast Entity (with respect to the Comcast Systems), any of the
Comcast  Systems  or Comcast  Assets  are  subject or by which they are bound or
affected,  in the case of either  clause (a) or (b),  that would  reasonably  be
expected to (i) have a Material  Adverse Effect or a material  adverse effect on
the ability of the  Comcast  Entities to perform  their  obligations  under this
Agreement,  or  (ii)  result  in  the  modification,   revocation,  termination,
suspension  or other  limitation  of any  Comcast  Systems  Franchises,  Comcast
Systems Licenses or Material Comcast Systems Contracts.

         5.13. Tax Returns;  Other Reports.  The Comcast  Entities have duly and
timely filed in correct form all federal,  state,  local and foreign Tax returns
and other Tax reports  required to be

                                      -39-

<PAGE>

filed, and have timely paid all Taxes that have become due and payable,  whether
or not so shown on any such  return or report,  the failure of which to be filed
or paid  could  affect or result in the  imposition  of a Lien upon the  Comcast
Assets or create  any  transferee  liability  or other  liability  upon any AT&T
Entity,  except such amounts as are being contested diligently and in good faith
and  for  failures  to file  or pay  which  would  not,  individually  or in the
aggregate,  reasonably be expected to have a Material Adverse Effect.  Except as
set forth on  Schedule  5.13,  no  Comcast  Entity  has  received  any notice of
deficiency,  assessment or audit,  or proposed  deficiency,  assessment or audit
from any taxing  Governmental  Authority  which could  affect,  or result in the
imposition of a Lien upon, any Comcast  Assets or transferee  liability or other
liability upon any AT&T Entity.  Except as described on Schedule 5.13, there are
no pending or ongoing Tax audits relating to the Comcast Systems, and no Comcast
Entity has received any Tax audit notice with respect thereto.

         5.14. Employment Matters.

               5.14.1.  Except to the extent that any  noncompliance  would not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect, the Comcast Entities have complied in all material respects with
all applicable Legal Requirements relating to the employment of labor, including
the Worker Adjustment and Retraining  Notification Act (29 U.S.C. Section 2101),
et seq.  ("WARN"),  continuation  coverage  requirements  with  respect to group
health  plans  and  those  relating  to  wages,  hours,  collective  bargaining,
unemployment  insurance,  workers' compensation,  equal employment  opportunity,
age,  sex,  race and  disability  discrimination,  immigration  control  and the
payment and withholding of Taxes.

               5.14.2.  For purposes of this  Agreement,  "Comcast  Plans" means
each  employee  benefit  plan (as  defined in Section  3(3) of ERISA) or benefit
arrangement,   including  each  pension  or  welfare  benefit  plan,  employment
agreement,  incentive compensation arrangement or multiemployer plan (as defined
in Section 3(37) of ERISA) with respect to which the Comcast  Entities or any of
their ERISA Affiliates has any liability or in which any employees or agents, or
any former  employees or agents,  of the Comcast  Entities or any of their ERISA
Affiliates  participate.  The Comcast Plans in which any Comcast System Employee
(as defined in Section  5.14.3)  participates  are set forth on  Schedule  5.14.
Except to the extent that any violation would not reasonably be expected to have
a Material  Adverse  Effect,  none of the Comcast  Entities,  any of their ERISA
Affiliates,  any  Comcast  Plan other than a  multiemployer  plan (as defined in
Section  3(37) of  ERISA),  or to the  Knowledge  of Comcast or any of its ERISA
Affiliates, any Comcast Plan that is a multiemployer plan (as defined in Section
3(37) of ERISA)  is in  violation  of any  provision  of ERISA or the  Code.  No
material (i) "reportable event" described in Sections 4043(c)(1), (2), (3), (5),
(6), (7), (10) and (13) of ERISA, (ii) non-exempt  "prohibited  transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code), (iii) "accumulated
funding  deficiency"  (as defined in Section  302 of ERISA) or (iv)  "withdrawal
liability" (as  determined  under Section 4201 et seq. of ERISA) has occurred or
exists  and  is  continuing  with  respect  to any  Comcast  Plan  other  than a
multiemployer  plan (as defined in Section 3(37) of ERISA),  or to the Knowledge
of  Comcast  or any  of  its  ERISA  Affiliates,  any  Comcast  Plan  that  is a
multiemployer  plan (as defined in Section  3(37) of ERISA).  After the Closing,
none of the AT&T  Entities or any of their ERISA  Affiliates  will be  required,
under ERISA,  the Code or any  collective  bargaining  agreement  to  establish,
maintain  or continue  any  Comcast  Plan  currently  maintained  by the Comcast
Entities or any of their ERISA Affiliates.

                                      -40-

<PAGE>

Since  May 4,  1999,  there  has  been no  change  in the  benefits  or level of
compensation provided to Comcast System Employees that would materially increase
the cost of operating the Comcast Systems.

               5.14.3.  Except  as set  forth on  Schedule  5.14,  there  are no
collective  bargaining  agreements  applicable  to any  Person  employed  by any
Comcast  Entity who primarily  renders  services in connection  with the Comcast
Systems  (a  "Comcast  System  Employee")  and no  Comcast  Entity has a duty to
bargain with any labor  organization with respect to any such person.  Except as
set forth on Schedule  5.14,  there are not pending  any unfair  labor  practice
charges  against any Comcast  Entity,  any demand for  recognition  or any other
request or demand  from a labor  organization  for  representative  status  with
respect to any Comcast System Employee. Except as described on Schedule 5.14, no
Comcast Entity has any employment  agreements,  either written or oral, with any
Comcast System Employee.  Each of the employment  agreements  listed on Schedule
5.14  is  terminable  at will  without  payment  or  penalty,  and  none of such
agreements  requires any Comcast Entity,  or will require any AT&T Entity or any
of its Affiliates, to employ any Person after the Closing.

         5.15. Comcast Systems Information.  Schedule 5.15 sets forth a true and
accurate description in all material respects of the following information as of
the date of this Agreement unless otherwise specified:

               (a) as of the date set  forth in the  Schedule,  the  approximate
number of miles of co-axial  plant and fiber plant,  and aerial and  underground
and the  technical  capacity  of such plant  expressed  in MHZ,  included in the
Comcast Assets;

               (b) (i) as of April 30,  1999,  the  number of  Equivalent  Basic
Subscribers served by each Comcast System (other than the Comcast System located
in Florida)  and (ii) for any  Comcast  System  located in Florida,  the average
number of Equivalent  Basic  Subscribers in such System for the 12-month  period
ending on April 30,  1999,  calculated  by (x)  adding  together  the  number of
Equivalent Basic  Subscribers in such System at the end of each of the 13 months
ending April 30, 1999 and (y) dividing that aggregate number by 13;

               (c) a  description  of the Basic  Services,  the  Expanded  Basic
Services, Pay TV and a la carte services available from each Comcast System, and
the rates charged by the applicable Comcast Party therefor, including all rates,
tariffs and other  charges for cable  television or other  services  provided by
each Comcast System;

               (d) the stations and signals  carried by each such Comcast System
and the  channel  position  of each such signal and  station,  and whether  each
station carried is carried pursuant to a retransmission  or must-carry  consent;
and

               (e) the cities, towns, villages,  boroughs and counties served by
each Comcast System.

         To Comcast's  Knowledge,  (i) the information about the Comcast Chicago
System  provided  by the  Comcast  Entities to the  appraisers  for  purposes of
determining  the value set forth in the second  paragraph  of Section  3.1.1 was
true and correct in all material respects and

                                      -41-

<PAGE>

(ii) nothing was omitted from such  information that would have been material to
such appraisers' analysis.

         5.16. Taxpayer  Identification Number. The U.S. Taxpayer Identification
Numbers for the Comcast Parties are set forth on Schedule 5.16.

         5.17. Finders and Brokers.   No Comcast  Entity and no Affiliate of any
Comcast Entity has entered into any Contract with any Person that will result in
the  obligation of AT&T Corp. or any of its Affiliates to pay any finder's fees,
investment  banker,  brokerage  or agent's  commissions  or other like  payments
(collectively,  "Agent's Fees") in connection with the  negotiations  leading to
this Agreement or the consummation of the transactions contemplated hereby.

         5.18. Related-Party  Transactions.   Set forth on Schedule 5.18 are the
Contracts,  agreements,  arrangements  or  understandings  as of the date hereof
between any Comcast Entity and any of such Comcast Entity's  Affiliates included
in or related to the Comcast Assets or the Comcast Systems.  Schedule 5.18 shall
include as of the date hereof all matters in which a Comcast Party is a party to
any business  arrangement or business  relationship  with any of its Affiliates.
Except as  otherwise  provided in Sections  7.5.4(b) or 7.5.5 and except for the
Comcast Excluded Assets, no Affiliate of any Comcast Entity owns any property or
right,  tangible or  intangible,  that is used  principally  in the  business or
operations of the Comcast Systems.

         5.19. Bonds.   Schedule  5.19   contains  a  list  of  all   franchise,
construction,  fidelity,  performance or other bonds, security accounts,  escrow
accounts,  guarantees  and  copies of all  letters  of credit  posted by Comcast
Corporation or its Affiliates in connection  with the Comcast Systems or Comcast
Assets.

         5.20. Undisclosed Material Liabilities.  There are no liabilities of or
relating to the Comcast  Systems or the Comcast  Assets of any kind  whatsoever,
whether accrued, contingent,  absolute,  determined,  determinable or otherwise,
and there is no existing  condition,  situation  or set of  circumstances  which
would reasonably be expected to result in such a liability, other than:

               (a) liabilities disclosed on Schedule 5.20;

               (b) liabilities  disclosed in the Comcast Financial Statements or
the notes thereto;

               (c) liabilities  arising in the ordinary course of business since
May 4, 1999; and

               (d) other  liabilities  which,  individually or in the aggregate,
are not reasonably  likely to have a Material  Adverse Effect on Comcast's Cable
Business.

         5.21.  Comcast  Designated  LLCs. The Comcast  Designated LLC Interests
constitute  100% of the equity  interests in the Comcast  Designated  LLCs.  The
Comcast  Designated LLC Interests have been duly authorized,  validly issued and
fully paid.  Except as set forth in this Section,  there are  outstanding (a) no
securities of the Comcast  Designated LLCs  convertible into

                                      -42-

<PAGE>

or exchangeable for equity interests of the Comcast  Designated LLCs, and (b) no
options or other rights to acquire and no obligation  of the Comcast  Designated
LLCs to issue any equity interests.

         A Comcast  Entity is the holder of record and the  beneficial  owner of
the Comcast  Designated LLC Interests,  free and clear of any Lien and any other
limitation or restriction  (including any restriction on the right to sell, vote
or otherwise dispose of the Comcast Designated LLC Interests) and at the Closing
such Comcast Entity will transfer and deliver to the  applicable  AT&T Entity or
Entities  valid title to the Comcast  Designated LLC Interests free and clear of
any Lien and any such limitation or restriction.

         Each  Comcast  Designated  LLC  has  no  assets,  no  employees  and no
liabilities  of any kind  whatsoever,  whether  accrued,  contingent,  absolute,
determined,  determinable,  or  otherwise,  and there is no existing  condition,
situation or set of  circumstances  which could reasonably be expected to result
in such a liability,  in each case,  other than the Comcast  Designated  Assets,
Hired  Employees  and the Comcast  Designated  Liabilities  transferred  to such
Comcast Designated LLC immediately prior to the Closing. Each Comcast Designated
LLC has engaged in no activities or business other than (i) customary activities
in  connection  with its  organization  and (ii) the  transactions  contemplated
hereby.

6.       AT&T CORP.'S REPRESENTATIONS AND WARRANTIES.

         AT&T Corp. represents and warrants to the Comcast Entities as set forth
in this Article 6 as of the date hereof.

         6.1.  Organization  and  Qualification.  Each of the AT&T Entities is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of its jurisdiction of incorporation,  a general  partnership that has been
duly  formed  and is  validly  existing  under the laws of its  jurisdiction  of
formation,  or a limited  liability  company  that has been duly  formed  and is
validly  existing  under the laws of its  jurisdiction  of formation.  Each AT&T
Party has all  requisite  power  and  authority  to own,  lease and use the AT&T
Assets  owned,  leased or used by it and to conduct its Cable  Business as it is
currently  being  conducted by it. Each of the AT&T Parties is duly qualified to
do business and is in good standing under the laws of each jurisdiction in which
the ownership,  leasing or use of the AT&T Assets owned, leased or used by it or
the nature of its  activities  in  connection  with its AT&T Systems  makes such
qualification  necessary,  except for such matters as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

         6.2.  Authority  and  Validity.  Each  AT&T  Entity  has all  requisite
corporate,  partnership  or limited  liability  company  power and  authority to
execute and deliver,  to perform its  obligations  under,  and to consummate the
transactions  contemplated  by, this Agreement and the Transaction  Documents to
which it is a party.  The  execution  and  delivery  by each AT&T Entity of, its
performance under and its consummation of the transactions contemplated by, this
Agreement  and the  Transaction  Documents  to which such AT&T Entity is a party
have been duly and validly authorized by all action by or on behalf of such AT&T
Entity.  This  Agreement has been,  and when executed and delivered by each AT&T
Entity the  Transaction  Documents to which such AT&T Entity is a party will be,
duly and validly  executed  and  delivered by such

                                      -43-

<PAGE>

AT&T  Entity  and  the  valid  and  binding  obligations  of such  AT&T  Entity,
enforceable  against such AT&T Entity in accordance with their terms,  except as
the same may be limited by applicable  bankruptcy,  insolvency,  reorganization,
moratorium  or  similar  laws  now  or  hereafter  in  effect  relating  to  the
enforcement  of  creditors'  rights  generally or by  principles  governing  the
availability of equitable remedies.

         6.3.  No Conflict; Required  Consents.  Except as set forth on Schedule
6.3, and assuming the  expiration or earlier  termination  of the waiting period
under the HSR Act has  occurred,  the execution and delivery by each AT&T Entity
of, its performance under and its consummation of the transactions  contemplated
by, this Agreement and the Transaction  Documents to which such AT&T Entity is a
party do not and will not:  (a)  conflict  with or violate any  provision of the
organizational  documents of such AT&T Entity;  (b) violate any provision of any
Legal  Requirement;  (c) require any consent,  approval or authorization  of, or
filing of any certificate,  notice, application,  report or other document with,
any  Governmental  Authority  or other  Person;  or (d) (i)  without  regard  to
requirements  of  notice,  lapse of time or  elections  of other  Persons or any
combination thereof, conflict with, violate, result in a breach of or constitute
a  default  under,  (ii)  permit or result  in the  termination,  suspension  or
modification  of,  (iii) result in the  acceleration  of (or give any Person the
right to accelerate) the performance of any AT&T Entity under, or (iv) otherwise
adversely  affect the rights or obligations  of any AT&T Entity under,  any AT&T
Systems Contract,  AT&T Systems Franchise or AT&T Systems License; or (e) result
in the creation or imposition  of any Lien upon any AT&T Asset,  subject to such
exceptions  for  purposes  of  clauses  (b),  (c),  (d)  and (e) as  would  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect or a material  adverse effect on the ability of the AT&T Entities
to perform their obligations under this Agreement or the Transaction Documents.

         6.4.  Assets.

               6.4.1.  Except as described in Schedule 6.4.1,  AT&T Corp.  owns,
directly or  indirectly,  all of the equity  interests in the AT&T Parties.  The
AT&T Parties have good,  marketable title to (or, in the case of Assets that are
leased,  valid leasehold interests in) all of the material AT&T Assets, free and
clear of all Liens,  except  Permitted  Liens.  Except as  described on Schedule
6.4.1 and except as would not,  individually or in the aggregate,  reasonably be
expected to have a Material Adverse Effect,  the AT&T Tangible Personal Property
(which for this purpose shall  include all towers on AT&T Owned  Property) is in
good operating condition and repair (ordinary wear and tear and routine failures
excepted),  and is  usable  and  adequate  for the  operation  of  AT&T's  Cable
Business.

               6.4.2.  Subject  to  Sections  7.5.4(b)  and 7.5.5 and except for
items included in the AT&T Excluded  Assets,  (i) the AT&T Assets  constitute in
all material  respects all the assets of the AT&T Entities and their  Affiliates
primarily  held for, used in or necessary for AT&T's Cable Business and (ii) the
right,  title and interest therein to be transferred  pursuant to this Agreement
will be sufficient to permit the Comcast Parties in all material respects (a) to
conduct  AT&T's Cable Business as it is being  conducted and in compliance  with
all  Legal  Requirements,  (b) to  operate  the AT&T  Systems  as they are being
operated and in compliance with all applicable  Legal  Requirements,  and (c) to
perform all the Comcast Assumed Obligations and Liabilities.

                                      -44-
<PAGE>

               6.4.3.  Except as  described  on Schedule  6.4.3,  and other than
direct broadcast satellite and satellite master antenna television: (i) no cable
television  system or other MVPD other than an AT&T System is  operating  in any
areas in which the AT&T Systems currently provide cable television service; (ii)
no local  franchising  authority  for a  community  in which any AT&T  System is
operating has awarded a cable  television  franchise or other similar  operating
authority to any Person other than an AT&T Party; and (iii) to AT&T's Knowledge,
no MVPD has applied for a franchise  or other  similar  operating  authority  to
serve any such community.

               6.4.4.  All of the material  AT&T Tangible  Personal  Property is
listed  on  Schedule  6.4.4(a).  All of the AT&T  Owned  Property  is  listed on
Schedule  6.4.4(b).  All of the AT&T  Leased  Property  is  listed  on  Schedule
6.4.4(c).  All of the AT&T Other Real Property  Interests are listed on Schedule
6.4.4(d). All of the AT&T System Franchises are listed on Schedule 6.4.4(e). All
of the AT&T System Licenses are listed on Schedule 6.4.4(f). All of the material
AT&T System Contracts are listed on Schedule 6.4.4(g).

         6.5.  AT&T  Systems  Franchises,  AT&T Systems  Licenses,  AT&T Systems
               Contracts and AT&T Other Real Property Interests.

               6.5.1.  Except as  described  on  Schedules  6.5.4(c),  6.4.4(d),
6.4.4(e),  6.4.4(f) and Schedule 6.4.4(g),  or, in the case of Section 6.5.1(g),
as separately  provided by AT&T Corp. to Comcast  Corporation and except for the
AT&T  Excluded  Assets,  no AT&T  Entity  is  bound  or  affected  by any of the
following that relate primarily or in whole to AT&T's Cable Business:

               (a)  leases  of real  property  or  material  personal  property,
including all capital leases;

               (b)  franchises  and  similar  authorizations  or permits for the
construction or operation of cable television  systems,  or Systems Contracts of
substantially equivalent effect;

               (c) licenses, authorizations, consents or permits of the FCC;

               (d)  licenses,  authorizations,  consents or permits of any other
Governmental Authority;

               (e) crossing agreements, easements or rights-of-way;

               (f) pole line or joint line  agreements  or  underground  conduit
agreements;

               (g) bulk service,  commercial  service or multiple  dwelling unit
agreements (except access agreements for buildings that are not bulk billed);

               (h) any must-carry elections or retransmission  consents relating
to the AT&T Systems or AT&T Assets;

               (i) Contracts which would be binding upon any System post-Closing
with any AT&T Entity,  ServiceCo LLC and/or At Home Corporation or Liberty Media
Corporation or any of their Affiliates;

                                      -45-

<PAGE>

               (j)  system  specific  programming  agreements  or signal  supply
agreements;

               (k) agreements with the FCC or any other  Governmental  Authority
relating to the operation or construction of the AT&T Systems that are not fully
reflected in the AT&T  Systems  Franchises,  or any  agreements  with  community
groups or similar Third Parties restricting or limiting the types of programming
that may be shown on any of the AT&T Systems;

               (l)  partnership,  joint venture or other  similar  agreements or
arrangements;

               (m) any agreement  that limits the freedom of the AT&T Parties to
compete in any line of business or with any Person or in any area or which would
so limit the freedom of the Comcast Parties after the Closing;

               (n) any Systems  Contract  relating to the use of the AT&T Assets
to provide,  or the  provision by the AT&T Systems of,  telephone or  high-speed
data services;

               (o) any advertising interconnect agreements;

               (p) any agreement with any AT&T System Employee; or

               (q) any Systems  Contract  that is not the subject  matter of any
other clause of this Section 6.5.1 which (i) will remain effective for more than
one year  after  Closing,  (ii)  contemplates  payments  by or to any AT&T Party
exceeding $150,000 under any single contract or the termination or expiration of
which would reasonably be expected to have a Material Adverse Effect or (iii) is
otherwise material to the AT&T Systems.

All of the foregoing types of Systems Contracts are referred to as the "Material
AT&T Systems Contracts".

               6.5.2.  Schedules  6.4.4(e)  and  6.4.4(f)  list  all of the AT&T
Systems  Franchises and all AT&T Systems  Licenses,  respectively.  Complete and
correct copies of the AT&T Systems Franchises,  all AT&T Systems Licenses issued
by the FCC and any other  material  AT&T Systems  Licenses have been provided to
Comcast  Corporation.  Except as set forth on Schedule  6.5.2,  the AT&T Systems
Franchises  contain all of the  commitments and obligations of the AT&T Entities
to the applicable  Governmental  Authority granting such AT&T Systems Franchises
with respect to the  construction,  ownership and operation of the AT&T Systems,
including any commitment to any local franchising authority to make any material
expenditure or capital addition or betterment to any of the AT&T Systems or AT&T
Assets that will not be fulfilled or satisfied  prior to the Closing  Time.  The
AT&T Systems  Franchises  and AT&T Systems  Licenses are currently in full force
and  effect,  are not in  default  and are  valid  under  all  applicable  Legal
Requirements  according to their terms.  No event has occurred that, with notice
or lapse of time or both, would constitute a breach, violation or default by any
AT&T Entity, and to AT&T's Knowledge, no event has occurred that, with notice or
lapse of time or both,  would  constitute a breach,  violation or default by any
other  Person,  of any  material  obligations  under  any of  the  AT&T  Systems
Franchises  or  AT&T  Systems  Licenses,  and  would,  individually  or  in  the
aggregate,  reasonably be expected to have a Material Adverse Effect. Except for
routine filings with Governmental Authorities or as described on Schedule 6.5.2,
there are no material

                                      -46-

<PAGE>

applications  relating to any AT&T Systems  Franchise  or AT&T  Systems  License
pending  before any  Governmental  Authority.  Since January 1, 1999, no Systems
Franchise of any AT&T Party or AT&T  Systems  License of any AT&T Party has been
surrendered  or has otherwise  terminated  without the issuance of a replacement
AT&T Systems Franchise or AT&T Systems License, respectively.  There is no legal
action,   governmental   proceeding  or  investigation  pending  or,  to  AT&T's
Knowledge, threatened to terminate, suspend or modify any AT&T Systems Franchise
or AT&T Systems License. Except as set forth in Schedule 6.5.2, each AT&T System
is operating  pursuant to a valid franchise or similar  authorization  or permit
issued by the appropriate  Governmental  Authority in every market in which such
System is supplying cable  television  service.  Prior to the date hereof,  AT&T
Corp. has provided a list to Comcast  Corporation of the date on which each AT&T
System Franchise will expire.  Such list is correct and accurate in all material
respects.  No AT&T  Entity has  received,  nor does it have  notice that it will
receive, from any Governmental  Authority a preliminary  assessment that an AT&T
Systems  Franchise should not be renewed as provided in Section 626(c)(1) of the
Cable Act. Neither any AT&T Entity nor any Governmental  Authority has commenced
or requested the  commencement of an  administrative  proceeding  concerning the
renewal of an AT&T  Systems  Franchise  as provided in Section  626(c)(1) of the
Cable Act. The AT&T Parties have timely filed  notices of renewal in  accordance
with the Cable Act with all Governmental Authorities with respect to each of the
AT&T Systems Franchises expiring within 36 months of the date of this Agreement.
Such  notices  of  renewal  have  been  filed  pursuant  to the  formal  renewal
procedures  established by Section 626(a) of the Cable Act.  Except as set forth
on Schedule 6.5.2 and except for such matters as would not,  individually  or in
the aggregate,  reasonably be expected to have a Material  Adverse  Effect,  the
AT&T  Systems  are being  operated  in  material  compliance  with the terms and
conditions of all AT&T Systems  Franchises  and AT&T Systems  Licenses and other
applicable  requirements of all Governmental  Authorities (including the FCC and
the United States Copyright Office) relating to such AT&T Systems Franchises and
AT&T Systems  Licenses,  including all  requirements for  notification,  filing,
reporting, posting and maintenance of logs and records.

               6.5.3.  AT&T Corp. has delivered to Comcast  Corporation true and
complete copies of all Material AT&T Systems Contracts, including any amendments
thereto  (or,  in the case of oral  Contracts  that are  Material  AT&T  Systems
Contracts,  true and  complete  written  summaries  thereof)  and each  document
evidencing or insuring ownership of the AT&T Owned Property. Except as described
on Schedule 6.5.3 and except for such matters as would not,  individually  or in
the aggregate,  reasonably be expected to have a Material  Adverse  Effect,  (i)
each AT&T Entity has  fulfilled  when due, or has taken all action  necessary to
enable it to fulfill when due, all of such AT&T Entity's  obligations under each
of its Material AT&T Systems Contracts, (ii) to AT&T's Knowledge,  there has not
occurred any default  (without regard to requirements of notice,  lapse of time,
elections  of other  Persons or any  combination  thereof)  by any Person of any
material obligations under any Material AT&T Systems Contracts and (iii) to AT&T
Corp.'s  knowledge,  the Material  AT&T Systems  Contracts are valid and binding
agreements of the applicable third party to the Material AT&T Systems  Contracts
and assuming  that the Material  AT&T  Systems  Contracts  are valid and binding
agreements on the applicable  third party,  the Material AT&T Systems  Contracts
are valid and binding  agreements of the  applicable  AT&T Party and are in full
force and effect.

                                      -47-
<PAGE>

               6.5.4.  Except as disclosed on Schedule  6.5.4,  none of the AT&T
Systems or material  AT&T Assets are subject to any  purchase  option,  right of
first  refusal or similar  arrangement  which  would be  triggered  by the sale,
transfer  or other  disposition  of such  Systems  or Assets  (an  "AT&T  System
Option").

               6.5.5. Set forth on Schedule 6.5.5 is each lease for vehicles and
each capital lease that in either case would be an AT&T Asset but for the effect
of Section 7.4.

         6.6. Real Property.  All the AT&T Owned Property,  AT&T Leased Property
and  material  AT&T Other Real  Property  Interests  are  described on Schedules
6.4.4(b),  6.4.4(c) and 6.4.4(d).  Except for ordinary wear and tear and routine
repairs  or as set  forth on  Schedule  6.6 or for such  matters  as would  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect, all of the improvements, leasehold improvements and the premises
of the AT&T Owned  Property and the premises  demised under the leases and other
documents  evidencing  the AT&T  Leased  Property  are in  reasonable  operating
condition  and repair and are suitable for the  purposes  used.  Except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material  Adverse Effect,  each parcel of AT&T Owned Property and each
parcel of AT&T  Leased  Property  (a) has access to and over  public  streets or
private streets or property for which an AT&T Party has a valid right of ingress
and  egress,  (b)  except  as set  forth on  Schedules  6.4.4(b),  6.4.4(c)  and
6.4.4(d),  conforms in its current use,  occupancy  and  operation to all zoning
requirements without reliance upon a variance issued by a Governmental Authority
or a  classification  of the parcel in  question  as a  nonconforming  use,  (c)
conforms in all  respects in its current  use,  occupancy  and  operation to all
restrictive  covenants,  if any,  or other Liens  affecting  all or part of such
parcel, and (d) is available for immediate use in the conduct of the business or
operations   of  the  AT&T   Systems.   There  are  no   pending   condemnation,
expropriation,  eminent  domain or similar  proceedings of which any AT&T Entity
has  received  notice,  or,  to AT&T's  Knowledge,  affecting,  in any  material
respect, all or any portion of the AT&T Owned Property,  AT&T Leased Property or
material AT&T Other Real Property Interests.

         6.7.  Environmental.

               6.7.1.  Except as  described  on Schedule 6.7 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material Adverse Effect, each AT&T Entity has obtained or caused to be
obtained all permits  necessary for its operations to comply with  Environmental
Laws and is in compliance  with the terms of such permits and all  Environmental
Laws insofar as they relate to the AT&T Assets.  Except as described on Schedule
6.7 and except for such matters as would not,  individually or in the aggregate,
reasonably  be expected to have a Material  Adverse  Effect,  no AT&T Entity has
received any notice of or has Knowledge of (i) any release or threatened release
of any Hazardous  Substances  from or on or relating to activities or operations
conducted on the AT&T Owned Property or the AT&T Leased Property or any property
previously  owned,  leased or  operated  by such AT&T Party in  connection  with
AT&T's Cable Business or the AT&T Assets,  or (ii) any liability  under,  or any
violation of, any Environmental  Laws or permits in connection with AT&T's Cable
Business or AT&T Assets. Except as described on Schedule 6.7 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material  Adverse  Effect,  no AT&T Entity has received any notice of,
and has no  Knowledge  of, any events,


                                      -48-

<PAGE>

conditions,  circumstances,  activities,  practices or incidents  (including the
presence, use, generation,  manufacture, disposal, release or threatened release
of any Hazardous  Substances  from or on the AT&T Owned  Property or AT&T Leased
Property or any property previously owned, leased or operated by such AT&T Party
in  connection  with  AT&T's  Cable  Business  or the AT&T  Assets)  which could
interfere with or prevent  compliance with any  Environmental  Law, or which are
reasonably  likely to give rise or have  given  rise to any  liability,  whether
accrued, contingent,  absolute, determined,  determinable or otherwise under any
Environmental  Law, in each case, in connection  with the AT&T Owned Property or
AT&T Leased  Property or any property  previously  owned,  leased or operated by
such AT&T Party in connection with AT&T's Cable Business or the AT&T Assets.

               6.7.2.  Except as  described  on Schedule 6.7 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material  Adverse Effect (a) no  aboveground  or  underground  storage
tanks are  currently  or have been  located on any AT&T Owned  Property  or AT&T
Leased  Property,  (b) no AT&T Owned  Property or AT&T Leased  Property has been
used at any  time as a  gasoline  service  station  or any  other  facility  for
storing,  pumping,  dispensing  or  producing  gasoline  or any other  petroleum
products or wastes; and (c) no polychlorinated biphenyls,  radioactive material,
lead,  asbestos-containing  material,  incinerator,  sump, surface  impoundment,
lagoon, landfill,  septic,  wastewater treatment or other disposal system are or
have been  present  at,  on or under  any AT&T  Owned  Property  or AT&T  Leased
Property or any property  now or  previously  owned,  leased or operated by such
AT&T Party in connection with AT&T's Cable Business or the AT&T Assets.

               6.7.3.  Except as  described  on Schedule 6.7 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material Adverse Effect,  no Hazardous  Substance has been discharged,
disposed of, dumped, injected,  pumped, deposited,  spilled, leaked, emitted, or
released at, on or under any AT&T Owned Property or AT&T Leased  Property or any
other property now or previously owned,  leased or operated by any AT&T Party in
connection with AT&T's Cable Business or the AT&T Assets. Except as described on
Schedule 6.7, no AT&T Owned Property or AT&T Leased Property and no property now
or previously  owned,  leased or operated by any AT&T Party in  connection  with
AT&T's Cable  Business or the AT&T Assets,  nor any property to which  Hazardous
Substances  located on or resulting  from the use of any AT&T Owned  Property or
AT&T Leased Property or operations of any AT&T Party have been transported,  nor
any property to which any AT&T Party has, directly or indirectly, transported or
arranged for the  transportation  of any  Hazardous  Substances is listed or, to
AT&T's  Knowledge,   proposed  for  listing  on  the  National  Priorities  List
promulgated  pursuant  to CERCLA,  or CERCLIS  (as  defined in CERCLA) or on any
similar federal,  state, local or foreign list of sites requiring  investigation
or cleanup.

               6.7.4.  Complete and correct copies of (a) all studies,  reports,
surveys or other similar written materials in any AT&T Entity's possession or to
which any AT&T Entity has access relating to environmental matters at, on, under
or  affecting  the AT&T Owned  Property  or AT&T Leased  Property  or  otherwise
relating to the AT&T Cable  Business or AT&T Assets,  including  the presence or
alleged  presence of Hazardous  Substances,  (b) all notices (other than general
notices made by general publication) in any AT&T Entity's possession or to which
any AT&T Entity has access that were  received from any  Governmental  Authority
having the power to  administer  or enforce any  Environmental  Laws relating to
current or past  ownership,  use or

                                      -49-

<PAGE>

operation of the AT&T Owned  Property or AT&T Leased  Property or  activities at
the AT&T Owned Property or AT&T Leased Property, and (c) all notices and related
materials in any AT&T Entity's possession or to which any AT&T Entity has access
relating  to  any  Litigation   related  to  any  AT&T  System   concerning  any
Environmental  Law or written  allegation by any private Third Party  concerning
any  Environmental  Law and any  AT&T  System  have  been  provided  to  Comcast
Corporation (other than those materials constituting  attorney-client privileged
communications).

               6.7.5.  Except as set  forth on  Schedule  6.7.5,  as of the date
hereof none of the AT&T Owned  Property  or AT&T  Leased  Property or AT&T Other
Real Property Interests is located in New Jersey or Connecticut.

         6.8.  Compliance with Legal Requirements.

               6.8.1.  Except as set forth on  Schedule  6.8 and except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a Material Adverse Effect,  the operation of the AT&T Systems and AT&T's
Cable  Business  as  currently  conducted  does  not  violate  or  infringe  any
applicable  Legal  Requirements  (other  than Legal  Requirements  described  in
Sections 6.7, 6.8.3 and 6.8.4,  as to which the  representations  and warranties
set forth in those subsections will apply) or the grounding  requirements of the
National  Electrical Safety Code. Except as set forth on Schedule 6.8 and except
for such matters as would not,  individually or in the aggregate,  reasonably be
expected to have a Material  Adverse  Effect,  no AT&T Entity has  received  any
notice of, and to AT&T's  Knowledge  there is not,  any  violation by any of the
AT&T Systems of any Legal Requirement applicable to the installation,  ownership
and operation of the AT&T Systems as currently conducted.

               6.8.2.  Except as set forth on  Schedule  6.8,  and except to the
extent  that it would not  reasonably  be  expected  to have a Material  Adverse
Effect,  without  limiting  the  generality  of the  foregoing,  since such AT&T
Party's  acquisition of such AT&T Systems:  there have been submitted to the FCC
all required filings, including cable television registration statements, annual
reports and  aeronautical  frequency  usage notices and all regulatory fees that
are required  under the rules and  regulations  of the FCC; the operation of the
AT&T Systems has been and is in compliance with the rules and regulations of the
FCC, and no AT&T Entity has received any notice from the FCC of any violation of
its rules and regulations; each AT&T Entity is and since 1991 has been certified
as in  compliance  with the FCC's  equal  employment  opportunity  rules and has
received no written notices with respect to non-compliance  with such rules; the
AT&T Systems are in compliance  with all signal leakage  criteria  prescribed by
the FCC and all  required FCC Forms 320 for the AT&T Systems have been filed for
the  last two  reporting  periods,  and all such  Forms  320 show  "passing"  or
"satisfactory"  signal  leakage  scores.  Each AT&T System  holds all  licenses,
registrations  or permits  from the FCC for  business  radio,  satellite,  earth
station  receiving  facilities  and  CARS or  private  fixed  service  microwave
facilities  that are necessary or  appropriate  to carry on the business of such
AT&T System as conducted  on the date hereof.  Each AT&T System has provided all
required   subscriber  privacy  notices  to  new  subscribers  at  the  time  of
installation,  and to all  subscribers on an annual basis,  and the AT&T Systems
have  taken  commercially  reasonable  steps to prevent  unauthorized  access to
personally identifiable information. The AT&T Systems have provided all customer
notices  required  by the  Communications  Act,  including  notices of  customer
service,  availability  of Basic Services and

                                      -50-

<PAGE>

equipment compatibility.  No AT&T System has received any request for commercial
leased access with respect to such AT&T System within the past 120 days,  except
for those  requests set forth on Schedule 6.8.  There are no complaints or other
proceedings  instituted  before the FCC  concerning  commercial  leased  access,
program  access or any other aspect of the AT&T Systems'  operations,  except as
set forth on Schedule  6.8.  Each AT&T Entity has used  commercially  reasonable
efforts to comply in all material  respects with any customer service  standards
applicable to it with respect to the AT&T  Systems.  No AT&T Entity has received
written notice with respect to the AT&T Systems from any Governmental  Authority
to establish  customer  service  standards with respect to the AT&T Systems that
exceed the FCC standards  promulgated  pursuant to the Cable Act,  except as set
forth on Schedule 6.8. For each relevant semi-annual reporting period since such
AT&T Party's  acquisition of such AT&T System,  such AT&T Party has timely filed
with the United States  Copyright  Office all required  Statements of Account in
true and correct  form,  has paid when due all  required  copyright  royalty fee
payments in correct amount relating to such AT&T System's carriage of television
broadcast  signals,  and is otherwise in compliance with the requirements of the
compulsory  license  described  in  Section  111 of the  Copyright  Act  and all
applicable rules and regulations of the Copyright Office. Except as set forth on
Schedule  6.8 and except for such matters as would not,  individually  or in the
aggregate,  reasonably be expected to have a Material  Adverse Effect,  the AT&T
Entities have no Knowledge, with respect to any AT&T System acquired by any AT&T
Party since January 1, 1994, of any previous  owner's failure to comply with the
copyright licensing  requirements with respect to any AT&T System or any written
claim or inquiry from any Person that  questions  such AT&T System's  failure to
comply.  AT&T Corp. has delivered to Comcast  Corporation copies of all reports,
filings  and  correspondence  made or filed with the FCC or  pursuant to the FCC
rules and  regulations  for the past year with respect to the AT&T Systems,  and
all reports,  filings and  correspondence  made or filed with the United  States
Copyright  Office  or  pursuant  to United  States  Copyright  Office  rules and
regulations for the past three years with respect to the AT&T Systems.

               6.8.3.  Except  as set  forth on  Schedule  6.8 and as  otherwise
provided  in this  Section  6.8.3  and  except  for rate  regulation  (which  is
addressed  under  Section  6.8.4),  each of the owners of the AT&T  Systems  has
complied  with the  provisions  of the Cable Act and the 1992  Cable Act as such
Legal Requirements relate to the operation of the AT&T Systems,  except for such
matters as would not,  individually or in the aggregate,  reasonably be expected
to have a  Material  Adverse  Effect.  Except  for such  matters  as would  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect, with respect to the AT&T Systems, each of the owners of the AT&T
Systems has  complied in all respects  with the  must-carry  and  retransmission
consent provisions of the 1992 Cable Act including (i) duly and timely notifying
"local  commercial   television  stations"  of  inadequate  signal  strength  or
increased copyright liability, if applicable,  (ii) to the extent required, duly
and timely notifying non-commercial  educational stations of the location of its
AT&T Systems' principal headends, (iii) duly and timely notifying subscribers of
changes  in the  channel  alignment  on its AT&T  Systems,  (iv) duly and timely
notifying  "local  commercial  and  non-commercial  television  stations" of the
broadcast  signals  carried on AT&T  Systems and their  channel  positions,  (v)
maintaining the requisite  public file  identifying  broadcast  signal carriage,
(vi) carrying the broadcast signals after December 31, 1996, on its AT&T Systems
for all "local commercial  television stations" which are entitled to must-carry
status  and,  if  required,  up to two  "qualified  low power  stations",  (vii)
complying with applicable  channel  placement  obligations and (viii)  obtaining

                                      -51-
<PAGE>

retransmission  consents for all broadcast  signals  carried on its AT&T Systems
after December 31, 1996, except for the non-exempt signals carried pursuant to a
must-carry   election  and  for  signals  carried  with  implied  consent  while
conducting  negotiations  for the  renewal  of  expired  retransmission  consent
agreements.  No must-carry  complaint is pending  against any AT&T System at the
FCC, nor, to AT&T's Knowledge, is any threatened except as set forth on Schedule
6.8.  AT&T Corp.  has  delivered  to Comcast  Corporation  copies of any pending
petitions  any AT&T  Entity  has on file with the FCC,  including  requests  for
market  modifications or petitions for special relief or any market modification
requests or special  relief  petitions  affecting any AT&T System that have been
served on any AT&T Entity. The FCC has not issued any decision with respect to a
must-carry  complaint  finding any AT&T System in  violation  of the  must-carry
rules,  except as set forth on Schedule  6.8. Each AT&T System has complied with
all  written  requests  which  it  has  received  for  network   nonduplication,
syndicated  exclusivity and sports blackout  protection  which are applicable to
such AT&T System.

               6.8.4.  The  owners of the AT&T  Systems  have used  commercially
reasonable  efforts to establish rates charged and a la carte packages  provided
to subscribers of the AT&T Systems that are currently  allowable under the rules
and  regulations  promulgated  by the FCC  under  the 1992  Cable  Act,  and any
authoritative interpretation thereof, to the extent such rates (on any tier) are
presently  subject to regulation or, as of the date such rates were implemented,
were subject to regulation,  by any Governmental Authority.  Notwithstanding the
foregoing,  no AT&T Entity makes any  representation or warranty that either the
rates charged to subscribers  or the a la carte packages  provided are allowable
under any rules and regulations of the FCC, or any authoritative  interpretation
thereof,  promulgated after the date of the Closing. AT&T Corp. has delivered to
Comcast Corporation  complete and correct copies of all FCC Forms 328, 329, 393,
1200,  1205,  1210,  1215, 1220 and 1240 and any other FCC rate forms filed with
the local franchising  authority and/or the FCC with respect to the AT&T Systems
(and will deliver,  as soon as  available,  all such FCC forms that are prepared
with  respect  to the  AT&T  Systems),  copies  of all  correspondence  with any
Governmental  Authority relating to rate regulation  generally or specific rates
charged to subscribers to the AT&T Systems (FCC Form 329) or  certifications  to
regulate rates (FCC Form 328), including copies of any complaints filed with the
FCC with respect to any rates charged to  subscribers  of the AT&T Systems which
are pending at the FCC, and any  documentation  supporting an exemption from the
rate  regulation  provisions  of the 1992 Cable Act claimed  with respect to the
AT&T  Systems.  Except as set forth on  Schedule  6.8, no AT&T Entity has made a
Cost of Service Election with respect to any AT&T Systems.

               6.8.5.  Except as set forth on Schedule  6.8, all  necessary  FAA
approvals have been obtained and all necessary FCC tower registrations have been
filed with respect to the height and location of towers used in connection  with
the  operation  of the AT&T  Systems,  and such  towers  are being  operated  in
compliance  in all material  respects  with  applicable  FCC and FAA rules.  The
ownership, height (with and without appurtenances), location (address, latitude,
longitude and ground elevation), structure type and FCC call signs of each tower
used in  connection  with  the  operation  of the  AT&T  Systems  are  correctly
described on Schedule 6.8. To the extent applicable, AT&T Corp. has delivered to
Comcast Corporation true and correct copies of the FAA final  determinations and
FCC registrations for all such towers.

         6.9.  Intellectual  Property.  Except as set forth on Schedule  6.9, to
AT&T's Knowledge,  the AT&T Systems and AT&T's Cable Business have been operated
in such a

                                      -52-

<PAGE>

manner so as not to violate or  infringe  upon the  rights,  or give rise to any
rightful claim of any Person for copyright,  trademark,  service mark, patent or
license or other intellectual property right infringement.

         6.10. Financial  Statements.   With respect to each AT&T  System,  AT&T
Corp. has delivered to Comcast Corporation correct and complete copies of (a) an
unaudited  system  balance  sheet and  related  unaudited  system  statement  of
operations  for and as of the year ended  December 31, 1999 and (b) an unaudited
system  balance  sheet as of June  30,  2000,  and a  related  unaudited  system
statement of operations for the six-month period then ended  (collectively,  the
"AT&T  Financial  Statements").  The AT&T  Financial  Statements  are management
reports  that fairly  present,  in all  material  respects,  such AT&T  System's
financial position and results of operations as of the dates and for the periods
indicated,  subject to normal  adjustments,  allocations  and accruals  (none of
which will be material to the  financial  position or  operating  results of the
systems)  and  exclusive of the final  allocation  of AT&T's  purchase  price to
acquire TCI and MediaOne. Such purchase price allocations would primarily effect
franchise costs, property and equipment, depreciation and amortization.  Audited
financial  statements  as of and for the year ended  December 31, 1998 have been
provided for the District  Cablevision  Limited  Partnership  (the Washington DC
system).

         6.11. Absence  of  Certain  Changes  or Events.  Except as set forth on
Schedule 6.11, since May 4, 1999, there has been no (i) Material Adverse Effect,
nor has any event or  events  (other  than any  affecting  the cable  television
industry  generally)  occurred that,  individually  or in the  aggregate,  would
reasonably be expected to result in a Material Adverse Effect, and (ii) material
change in  accounting  principles  or  practices  with respect to the AT&T Cable
Business or revaluation of the AT&T Assets for financial reporting, property tax
or other purposes. From May 4, 1999 to the date of this Agreement,  AT&T's Cable
Business has been conducted only in the usual,  regular and ordinary  course and
no  AT&T  Party  has  taken  any  actions  that  would  cause  the  transactions
contemplated  hereby to fail to qualify as a like-kind  exchange  under  Section
1031 of the Code, except as disclosed on Schedule 6.11, except where the failure
to conduct business in such manner would not have a Material Adverse Effect or a
material  adverse  effect on the ability of the AT&T  Entities to perform  their
obligations  under this  Agreement  and except  where  such  conduct  out of the
ordinary course was effected to carry out and comply with this Agreement.

         6.12. Litigation. Except as set forth on Schedule 6.12: (a) there is no
Litigation pending against any AT&T Entity or any of its Affiliates, nor has any
AT&T  Entity  received  any  notice  of,  and to AT&T's  Knowledge  there is no,
threatened  Litigation and (b) there is not in existence any Judgment  requiring
any AT&T  Entity or any of its  Affiliates  to take any  action of any kind with
respect to the AT&T Assets or the operation of any AT&T Systems, or to which any
AT&T Entity (with respect to the AT&T Systems),  any of the AT&T Systems or AT&T
Assets are subject or by which they are bound or affected, in the case of either
clause (a) or (b),  that would  reasonably  be  expected  to (i) have a Material
Adverse Effect or a material  adverse effect on the ability of the AT&T Entities
to  perform  their  obligations  under  this  Agreement,  or (ii)  result in the
modification,  revocation,  termination,  suspension or other  limitation of any
AT&T  Systems  Franchises,  AT&T  Systems  Licenses  or  Material  AT&T  Systems
Contracts.

                                      -53-
<PAGE>

         6.13.  Tax Returns;  Other  Reports.  The AT&T  Entities  have duly and
timely filed in correct form all federal,  state,  local and foreign Tax returns
and other Tax reports  required to be filed, and have timely paid all Taxes that
have  become  due and  payable,  whether  or not so shown on any such  return or
report,  the failure of which to be filed or paid could  affect or result in the
imposition of a Lien upon the AT&T Assets or create any transferee  liability or
other  liability  upon any  Comcast  Entity,  except  such  amounts as are being
contested  diligently  and in good faith and for  failures  to file or pay which
would not,  individually  or in the aggregate,  reasonably be expected to have a
Material  Adverse  Effect.  Except as set forth on Schedule 6.13, no AT&T Entity
has  received  any  notice  of  deficiency,  assessment  or audit,  or  proposed
deficiency,  assessment or audit from any taxing  Governmental  Authority  which
could affect,  or result in the  imposition  of a Lien upon,  any AT&T Assets or
transferee  liability  or other  liability  upon any Comcast  Entity.  Except as
described on Schedule 6.13,  there are no pending or ongoing Tax audits relating
to the AT&T  Systems,  and no AT&T Entity has received any Tax audit notice with
respect thereto.

         6.14. Employment Matters.

               6.14.1.  Except to the extent that any  noncompliance  would not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect,  the AT&T Entities have complied in all material  respects with
all applicable Legal Requirements relating to the employment of labor, including
WARN,  continuation coverage requirements with respect to group health plans and
those relating to wages, hours,  collective bargaining,  unemployment insurance,
workers'  compensation,   equal  employment  opportunity,  age,  sex,  race  and
disability  discrimination,  immigration control and the payment and withholding
of Taxes.

               6.14.2.  For purposes of this Agreement,  "AT&T Plans" means each
employee  benefit  plan  (as  defined  in  Section  3(3) of  ERISA)  or  benefit
arrangement,   including  each  pension  or  welfare  benefit  plan,  employment
agreement,  incentive compensation arrangement or multiemployer plan (as defined
in Section  3(37) of ERISA)  with  respect to which the AT&T  Entities or any of
their ERISA Affiliates has any liability or in which any employees or agents, or
any former  employees  or agents,  of the AT&T  Entities  or any of their  ERISA
Affiliates  participate.  The AT&T Plans in which any AT&T System  Employee  (as
defined in Section 6.14.3)  participates are set forth on Schedule 6.14.  Except
to the extent  that any  violation  would not  reasonably  be expected to have a
Material  Adverse  Effect,  none  of  the  AT&T  Entities,  any of  their  ERISA
Affiliates, any AT&T Plan other than a multiemployer plan (as defined in Section
3(37) of ERISA), or to the Knowledge of AT&T or any of its ERISA Affiliates, any
AT&T Plan that is a multiemployer plan (as defined in Section 3(37) of ERISA) is
in violation of any provision of ERISA or the Code. No material (i)  "reportable
event" described in Sections 4043(c)(1),  (2), (3), (5), (6), (7), (10) and (13)
of ERISA, (ii) non-exempt "prohibited transaction" (as defined in Section 406 of
ERISA or Section 4975 of the Code), (iii) "accumulated  funding  deficiency" (as
defined in Section 302 of ERISA) or (iv)  "withdrawal  liability" (as determined
under  Section 4201 et seq. of ERISA) has  occurred or exists and is  continuing
with  respect to any AT&T Plan other than a  multiemployer  plan (as  defined in
Section  3(37)  of  ERISA),  or to the  Knowledge  of AT&T  or any of its  ERISA
Affiliates,  any AT&T Plan that is a  multiemployer  plan (as defined in Section
3(37) of ERISA). After the Closing, none of the Comcast Entities or any of their
ERISA  Affiliates  will be  required,  under ERISA,  the Code or any  collective
bargaining agreement to establish,  maintain or continue any

                                      -54-

<PAGE>

AT&T  Plan  currently  maintained  by the AT&T  Entities  or any of their  ERISA
Affiliates. Since May 4, 1999, there has been no change in the benefits or level
of compensation provided to AT&T System Employees that would materially increase
the cost of operating the AT&T Systems.

               6.14.3.  Except  as set  forth on  Schedule  6.14,  there  are no
collective  bargaining  agreements applicable to any Person employed by any AT&T
Entity who primarily  renders  services in connection  with the AT&T Systems (an
"AT&T System  Employee") and no AT&T Entity has a duty to bargain with any labor
organization  with respect to any such  person.  Except as set forth on Schedule
6.14,  there are not pending any unfair labor practice  charges against any AT&T
Entity,  any demand for  recognition or any other request or demand from a labor
organization for representative status with respect to any AT&T System Employee.
Except  as  described  on  Schedule  6.14,  no AT&T  Entity  has any  employment
agreements,  either written or oral, with any AT&T System Employee.  Each of the
employment  agreements  listed on Schedule  6.14 is  terminable  at will without
payment or penalty and none of such agreements requires any AT&T Entity, or will
require any Comcast Entity or any of its Affiliates,  to employ any Person after
the Closing.

         6.15. AT&T Systems  Information.   Schedule  6.15 sets forth a true and
accurate description in all material respects of the following information as of
the date of this Agreement unless otherwise specified:

               (a) as of the date set  forth in the  Schedule,  the  approximate
number of miles of co-axial  plant and fiber plant,  and aerial and  underground
and the technical  capacity of such plant expressed in MHZ, included in the AT&T
Assets;

               (b) (i) as of April 30,  1999,  the  number of  Equivalent  Basic
Subscribers  served by each AT&T  System  (other  than the AT&T  Systems  in the
Philadelphia DMA and Florida),  including the non-Overbuilt  Systems in Detroit,
Michigan, the Overbuilt franchise areas within MediaOne Group Detroit,  Michigan
System  and the  Overbuilt  franchise  areas  within the TCI  Detroit,  Michigan
System,  (ii) for the AT&T  System  located in Florida,  the  average  number of
Equivalent  Basic  Subscribers in such System for the 12-month  period ending on
April 30, 1999, calculated by (x) adding together the number of Equivalent Basic
Subscribers  in such System at the end of each of the 13 months ending April 30,
1999 and (y) dividing that aggregate number by 13 and (iii) the aggregate of (A)
for the  franchise  areas  located  in the  Philadelphia  DMA  (other  than  the
franchise areas located in Long Beach Island, New Jersey),  the aggregate number
of Equivalent  Basic  Subscribers in such  franchise  areas as of April 30, 1999
plus (B) for the franchise areas located in Long Beach Island,  New Jersey,  the
average  number of Equivalent  Basic  Subscribers in such areas for the 12-month
period ending on April 30, 1999  calculated by (x) adding together the number of
Equivalent  Basic  Subscribers in such areas at the end of each of the 13 months
ending April 30, 1999 and (y) dividing that aggregate number by 13;

               (c) a  description  of the Basic  Services,  the  Expanded  Basic
Services,  Pay TV and a la carte services  available from each AT&T System,  and
the rates charged by the applicable  AT&T Party  therefor,  including all rates,
tariffs and other  charges for cable  television or other  services  provided by
each AT&T System;

                                      -55-
<PAGE>

               (d) the stations and signals carried by each such AT&T System and
the channel  position of each such signal and station,  and whether each station
carried is carried pursuant to a retransmission or must-carry consent; and

               (e) the cities, towns, villages,  boroughs and counties served by
each AT&T System.

         To AT&T's  Knowledge,  (i) the information  about the AT&T  Washington,
D.C. System and the AT&T Detroit,  Michigan System provided by the AT&T Entities
to the appraisers for purposes of determining  the value set forth in the second
paragraph  of Section  3.1.1 was true and correct in all  material  respects and
(ii) nothing was omitted from such  information that would have been material to
such appraisers' analysis.

         6.16. Taxpayer  Identification Number. The U.S. Taxpayer Identification
Numbers for the AT&T Parties are set forth on Schedule 6.16.

         6.17. Finders and Brokers.  No AT&T Entity and no Affiliate of any AT&T
Entity has  entered  into any  Contract  with any Person that will result in the
obligation of Comcast  Corporation  or any of its  Affiliates to pay any Agent's
Fees in  connection  with the  negotiations  leading  to this  Agreement  or the
consummation of the transactions contemplated hereby.

         6.18. Related-Party  Transactions.   Set forth on Schedule 6.18 are the
Contracts,  agreements,  arrangements  or  understandings  as of the date hereof
between any AT&T Entity and any of such AT&T Entity's  Affiliates included in or
related to the AT&T Assets or the AT&T  Systems.  Schedule 6.18 shall include as
of the date hereof all matters in which an AT&T Party is a party to any business
arrangement  or  business  relationship  with any of its  Affiliates.  Except as
otherwise  provided  in  Sections  7.5.4(b)  or 7.5.5  and  except  for the AT&T
Excluded  Assets,  no  Affiliate  of any AT&T Entity owns any property or right,
tangible or intangible,  that is used  principally in the business or operations
of the AT&T Systems.

         6.19. Bonds.   Schedule  6.19   contains  a  list  of  all   franchise,
construction,  fidelity,  performance or other bonds, security accounts,  escrow
accounts, guarantees and copies of all letters of credit posted by AT&T Corp. or
its Affiliates in connection with the AT&T Systems or AT&T Assets.

         6.20. Undisclosed Material Liabilities.  There are no liabilities of or
relating to the AT&T Systems or the AT&T Assets of any kind whatsoever,  whether
accrued, contingent, absolute, determined,  determinable or otherwise, and there
is no  existing  condition,  situation  or  set  of  circumstances  which  would
reasonably be expected to result in such a liability, other than:

               (a) liabilities disclosed on Schedule 6.20;

               (b) liabilities disclosed in the AT&T Financial Statements or the
notes thereto;

               (c) liabilities  arising in the ordinary course of business since
May 4, 1999; and

                                      -56-
<PAGE>

               (d) other  liabilities  which,  individually or in the aggregate,
are not  reasonably  likely to have a Material  Adverse  Effect on AT&T's  Cable
Business.

         6.21. AT&T   Designated   LLCs.   The  AT&T  Designated  LLC  Interests
constitute 100% of the equity  interests in the AT&T  Designated  LLCs. The AT&T
Designated  LLC Interests  have been duly  authorized,  validly issued and fully
paid.  Except  as set  forth  in this  Section,  there  are  outstanding  (a) no
securities of the AT&T Designated  LLCs  convertible  into or  exchangeable  for
equity interests of the AT&T Designated LLCs, and (b) no options or other rights
to acquire and no  obligation  of the AT&T  Designated  LLCs to issue any equity
interests.

         An AT&T Entity is the holder of record and the beneficial  owner of the
AT&T  Designated  LLC  Interests,  free and  clear  of any  Lien  and any  other
limitation or restriction  (including any restriction on the right to sell, vote
or otherwise  dispose of the AT&T  Designated  LLC Interests) and at the Closing
such AT&T Entity will transfer and deliver to the  applicable  Comcast Entity or
Entities valid title to the AT&T  Designated LLC Interests free and clear of any
Lien and any such limitation or restriction.

         Each AT&T Designated LLC has no assets, no employees and no liabilities
of any kind  whatsoever,  whether  accrued,  contingent,  absolute,  determined,
determinable, or otherwise, and there is no existing condition, situation or set
of  circumstances  which  could  reasonably  be  expected  to  result  in such a
liability,  in each case, other than the AT&T Designated Assets, Hired Employees
and the AT&T  Designated  Liabilities  transferred  to such AT&T  Designated LLC
immediately  prior to the Closing.  Each AT&T  Designated  LLC has engaged in no
activities or business  other than (i) customary  activities in connection  with
its organization and (ii) the transactions contemplated hereby.

7.       ADDITIONAL COVENANTS.

         7.1.  Access  to  Premises  and  Records.  Between  the  date  of  this
Agreement  and the  Closing,  each  Parent  and  its  Affiliates  party  to this
Agreement  (collectively,  the  "Disclosing  Party")  (a) will give to the other
Parent and its Affiliates party to this Agreement (collectively, the "Inspecting
Party") and their  counsel,  accountants  and other  representatives  reasonable
access during normal  business hours and upon  reasonable  advance notice to all
the  premises and books and records of the  Disclosing  Party's  Cable  Business
(including all account books of original  entry,  general  ledgers and financial
records) and to all of its Assets and the personnel engaged in the management or
operation of its  Systems;  (b) will  furnish to the  Inspecting  Party and such
representatives all such documents,  financial information and other information
regarding the Disclosing Party's Cable Business and its Assets as the Inspecting
Party from time to time reasonably may request;  and (c) instruct the management
employees,  counsel,  accountants and other  authorized  representatives  of the
Disclosing  Party  to  cooperate  reasonably  with the  Inspecting  Party in its
investigation  of such Systems;  provided that no  investigation  will affect or
limit  the  scope  of any  of the  representations,  warranties,  covenants  and
indemnities  of the  Disclosing  Party in this  Agreement or in any  Transaction
Document or limit liability for any breach of any of the foregoing.

         7.2.  Continuity and Maintenance of Operations;  Certain Deliveries and
Notice. Except as set forth on Schedule 7.2 or as the other Parent may otherwise
consent in writing

                                      -57-

<PAGE>

(which  consent shall not  unreasonably  be withheld),  between the date of this
Agreement and the Closing,  each  Transferor with respect to its Cable Business,
Systems and Assets:

               7.2.1.  will conduct its Cable Business in good faith and operate
its Systems only in the usual,  regular and ordinary  course,  including  making
capital  expenditures,  completing ongoing and planned line extensions,  placing
conduit  or  cable  in  new  developments,  commencing  and  continuing  planned
upgrades, fulfilling installation requests, completing disconnection work orders
and  disconnecting  and  discontinuing  service to customers  whose accounts are
delinquent,  and (a) use its  reasonable  best  efforts to preserve  its current
business  intact  in  all  material  respects,   including  preserving  existing
relationships  with  franchising  authorities,  suppliers,  customers and others
having business  dealings with its Systems,  (b) use its reasonable best efforts
to keep  available  the services of its  employees  and agents taken as a whole,
providing  services in connection with its Cable Business,  but will be under no
obligation to incur costs to do so, (c) not,  outside of the ordinary  course of
business  consistent  with  normal  salary  reviews,  grant or agree to grant an
increase  in the rate of  compensation  of, or any  increase  in any  severance,
profit  sharing,   retirement,   deferred   compensation,   insurance  or  other
compensation or benefits for, such Transferor's  System  employees,  except as a
result of amendments or modifications to employee compensation and benefit plans
and programs of the  Transferor's  Parent which  benefit  broad  classes of such
Parent's  employees  generally,  (d) make customary  marketing,  advertising and
promotional  expenditures  with respect to its Cable  Business,  and (e) use its
commercially  reasonable  efforts  to operate  its Cable  Business  in  material
compliance with all Legal Requirements;

               7.2.2. will maintain its Assets in good operating  repair,  order
and  condition,  ordinary wear and tear  excepted;  will maintain  equipment and
inventory for its Systems at normal  historical  levels consistent with its past
practices (as adjusted to account for abnormally  high inventory  levels related
to periodic rebuild activity); will maintain, in full force and effect, policies
of insurance with respect to its Cable Business in such amounts and with respect
to such risks as are currently in effect for its Systems;  and will maintain its
books,  records and accounts with respect to its Assets and the operation of its
Systems in the usual, regular and ordinary manner on a basis consistent with its
past practices;

               7.2.3. will not: (a) enter into, amend, modify, terminate, renew,
suspend or abrogate any Contract  with an  Affiliate,  which  Contract  would be
binding upon any System post-Closing;  (b) enter into, amend, modify, terminate,
renew,  suspend  or  abrogate  any  Contract  with  ServiceCo  LLC  or  At  Home
Corporation  or Liberty Media  Corporation  or any of their  Affiliates,  to the
extent it relates to any System, which Contract would be binding upon any System
post-Closing;  (c) other than in the ordinary course of business, amend, modify,
terminate,  renew,  suspend or abrogate  in any  material  respect any  Material
Comcast Systems Contract or Material AT&T Systems Contract (other than a Systems
Franchise or Systems License); or other than in the ordinary course of business,
amend,  modify,  terminate,  renew,  suspend or  abrogate  any  Comcast  Systems
Franchise or AT&T Systems  Franchise or Comcast  Systems License or AT&T Systems
License;  or (d) other than in the ordinary  course of business  consistent with
past  practices  engage in any  material  transaction  with respect to its Cable
Business;

               7.2.4.   will  not  take  any   actions   that  would  cause  the
transactions  contemplated  hereby to fail to  qualify as a  like-kind  exchange
under Section 1031 of the Code;

                                      -58-
<PAGE>

               7.2.5.  will promptly deliver to the other Parent,  as reasonably
available,  (i) true and complete copies of all monthly statements of income and
such other financial statements, subscriber counts, management reports and other
operational data regularly prepared with respect to its Systems or the operation
of its Cable  Business for the period from January 1, 2000,  through the Closing
and (ii) such financial information as may be reasonably requested by such other
Party  in  connection  with  the  qualification,  reporting  and  record-keeping
requirements  under  Section  1031 of the  Code  (and  the  revenue  regulations
thereunder) with respect to the exchange pursuant to Section 1031 of the Code;

               7.2.6.  will  give or cause to be given to the other  Parent,  as
soon as reasonably  possible but in any event prior to the date of submission to
the appropriate Governmental Authority, to the extent practicable, (i) copies of
all FCC Forms 1200, 1205, 1210, 1215, 1220, 1225, 1235 and 1240 or any other FCC
forms required to be filed with any Governmental  Authority under the 1992 Cable
Act with  respect to rates and  prepared  with respect to any of its Systems and
(ii) copies of all copyright  returns to be filed in connection  with any of its
Systems; and before such Forms or returns are filed, the Parties will consult in
good faith concerning the contents thereof;

               7.2.7.  will duly and timely file a valid notice of renewal under
Section 626 of the Cable Act with the  appropriate  Governmental  Authority with
respect to any System  Franchise  included  among its  Assets  that will  expire
within  36 months  after  any date  between  the date of the  Agreement  and the
Closing Date;

               7.2.8. will promptly,  after obtaining Knowledge thereof,  notify
the other Parent of any fact,  circumstance,  event or action by it or otherwise
the  existence,  occurrence  or taking of which would  reasonably be expected to
result in the condition set forth in Section 8.2.1 or the condition set forth in
Section 8.3.1, as applicable,  not being satisfied on the Closing,  and will use
its  reasonable  best  efforts to remedy the same to the extent  such  remedy is
within the reasonable  control of the Transferor,  and to satisfy such condition
to the other Parties' obligation to consummate the transactions  contemplated by
this Agreement;

               7.2.9.  will use its  reasonable  best efforts to  challenge  and
contest any Litigation  brought  against or otherwise  involving such Transferor
that  could  reasonably  be  expected  to  result  in the  imposition  of  Legal
Requirements  that could  reasonably be expected to cause the  conditions to the
Closing not to be satisfied;

               7.2.10.  will not sell, assign,  transfer or otherwise dispose of
any of its Assets,  except in the ordinary course of business and except for (i)
the disposition of obsolete or worn-out  equipment,  or (ii)  dispositions  with
respect to which such Assets are replaced  with current or long term assets,  as
the case may be, of at least equal fair market value;

               7.2.11.  will not enter into any  Contract or  commitment  of any
kind which would be binding on the  Transferee  of its Systems after the Closing
and which (i) would  involve an  aggregate  expenditure  or receipt in excess of
$1,000,000  in any case;  (ii) would be outside the ordinary  course of business
and which  would  have a term in excess of one year  unless  terminable  without
payment or penalty upon 30 days' (or less) notice; (iii) would limit the freedom
of the Transferee or any of its Affiliates to compete in any line of business or
with any Person or in any

                                      -59-

<PAGE>

area;  (iv) would be outside  the  ordinary  course of  business  and which is a
must-carry  election or  retransmission  consent;  (v) relates to the use of the
Transferor's Assets to provide, or the provision by the Transferor's Systems of,
telephone or high-speed data services; or (vi) is not on arm's-length terms;

               7.2.12.  except as disclosed in writing to the other Parent prior
to the date  hereof,  will not make any Cost of  Service  Election  or  hardship
election under the rules and regulations adopted under the 1992 Cable Act;

               7.2.13. will not mortgage, pledge or subject to any material Lien
that would survive the Closing (other than Permitted Liens) any of its Assets or
Systems;

               7.2.14.   will  not  enter  into  any  local  or  System-specific
programming agreement relating to its Systems or Assets;

               7.2.15.  will not add or delete any channels from any System,  or
change the channel lineup in any System or commit to do so in the future, except
as set forth in  Schedule  7.2.17(a),  with  respect  to  Comcast  Systems,  and
Schedule 7.2.17(b), with respect to AT&T Systems;

               7.2.16.  will not agree to do  anything  that would  violate  the
foregoing; and

               7.2.17. will cause its appropriate  Affiliates to be bound by and
comply with the  provisions  of this  Section 7.2 to the extent such  Affiliates
own, operate or manage any of the AT&T Assets,  AT&T Systems,  Comcast Assets or
Comcast Systems, as the case may be.

         7.3.  Employees.

               7.3.1.  No later  than  September  15,  2000,  which  date may be
amended by mutual  agreement of the parties,  the Parent of each  Transferor (in
such capacity,  the  "Transferor  Parent") shall provide to the other Parent (in
such capacity,  the  "Transferee  Parent") a list of all of the employees of the
Transferor  Parent and its Affiliates who are AT&T Systems  Employees or Comcast
Systems  Employees   (collectively  for  each  Transferor  Parent,  its  "System
Employees")  by work  location as of a recent date,  showing the  original  hire
date, the then-current positions,  the rates of compensation,  rate type (hourly
or salary),  schedule hours per week,  whether the System Employee is subject to
an employment  agreement or a collective  bargaining agreement or is represented
by a labor  organization,  and if the  employee  is a term  employee  or  Senior
Manager.  The list shall  also  indicate  which of such  System  Employees  such
Transferor Parent or such Transferor  Parent's  Affiliates  desires to retain as
employees (the "Retained  Employees").  The receiving  party shall maintain such
list in strict  confidence.  Such list shall be updated as  necessary to reflect
new hires or other personnel changes.

               7.3.2.  Each  Transferor  Parent  agrees,  and shall  cause  such
Transferor  Parent's  appropriate  Affiliates,  to cooperate  in all  reasonable
respects  with the  Transferee  Parent  to allow the  Transferee  Parent or such
Transferee  Parent's  Affiliates  to evaluate  the  Transferor  Parent's  System
Employees  including  the  right to  review  personnel  files  and the  right to
interview  such System  Employees  during  normal  working hours so long as such
interviews  are  conducted  after  notice to the  Transferor  Parent  and do not
unreasonably   interfere  with  the  Transferor  Parent's

                                      -60-

<PAGE>

operations  and such  investigations  and  interviews  do not violate any law or
contract.  Each  Parent  will  cooperate  on the timing of such  evaluation  and
interviews  but agree that such  evaluation  will begin no earlier than the date
the relevant  Transferor  Parent  delivers the list required of such  Transferor
Parent  pursuant  to  Section  7.3.1.  Each  Transferor  Parent  shall  use  its
reasonable commercial efforts to resolve (or to cause its Affiliates to resolve)
at its own expense each Documented Employee Performance Case.

               7.3.3.  Each  Transferee  Parent  or  such  Transferee   Parent's
Affiliates shall make written offers of employment commencing  immediately after
the Closing (or  immediately  after  termination of employment as provided below
for  Employees  on  Approved  Leave of Absence)  to all Other  Employees  of the
Transferor  Parent,   excluding  Retained  Employees,   employees  on  long-term
disability as of the Closing Date, and excluding any employee  whose  employment
was previously  terminated for cause by the Transferor Parent or an Affiliate of
such  Transferor  Parent.  Each Transferee  Parent or such  Transferee  Parent's
Affiliates  may, but is not required  to, make  employment  offers to the Senior
Managers of the  Transferor  Parent.  Each  Parent  agrees  that,  no later than
November 10, 2000 (which date may be amended by mutual  consent of the Parties),
each Transferee  Parent shall give the other a list of Employees (still employed
by the  Transferor  Parent at the time) (each a "List") to whom each  Transferee
Parent or such Transferee  Parent's Affiliates intends to offer employment prior
to  making  such  offer.  Each  Transferee  Parent or such  Transferee  Parent's
Affiliates may, if it wishes, and subject to applicable law, condition any offer
of employment  upon the System  Employee  being in active service on the Closing
Date,  System  Employee's  passing a  pre-employment  drug  screening  test, the
completion of a satisfactory  background check, and resolution of any Documented
Employee  Performance  Case  identified  pursuant  to Section  7.3.2,  provided,
however,  that the  determination of whether a Documented  Employee  Performance
Case has been resolved  shall be made in the sole  discretion of the  Transferee
Parent  or  such  Transferee  Parent's  Affiliates  offering   employment.   The
Transferee  Parent  requesting such  examination  shall bear the expense of such
examination but the Transferor Parent shall, upon reasonable  notice,  cooperate
in the  scheduling  of such  examinations  so long  as the  examinations  do not
unreasonably interfere with the Transferor Parent's operations.  Each Transferee
Parent or such Transferee  Parent's Affiliates shall offer each such Employee on
the applicable List employment with substantially similar responsibilities, at a
geographic  location within a 35-mile radius of such Employee's primary place of
employment  (with the  exception  of the  Findlay,  Ohio  employees  of the AT&T
Parties,  whose offer may be outside such 35-mile radius) and base  compensation
at least equal to the  employee's  base  compensation  as of the  Closing  Date,
provided,  however,  that each  Transferee  Parent or such  Transferee  Parent's
Affiliates  will  offer  each such  Employee  employee  benefits  and total cash
compensation  that,  in each  case,  are no less  favorable  than  the  employee
benefits and total cash compensation,  respectively, that such Transferee Parent
or such  Transferee  Parent's  Affiliates  provides for its  similarly  situated
employees with  comparable  experience and length of service.  As of the Closing
Date,  neither Transferee Parent nor its Affiliates shall have any obligation to
the  Transferor  Parent,  its Affiliates or to the  Transferor  Parent's  System
Employees,  with regard to any Senior Manager and Other Employees the Transferee
Parent has determined,  based on such evaluations prior to Closing, not to hire.
Notwithstanding  any of the  foregoing,  from the date hereof until the Closing,
each Party agrees not to solicit for employment that would commence prior to the
Closing Date (other than through advertisements directed at the relevant general
population),  without the written consent of the other, any Senior Manager. Each
Parent  and each of its  Affiliates  agrees,  for a period  of one year from the
Closing  Date,  not

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<PAGE>

to solicit  the  performance  of  services  by any  Retained  Employee  or Hired
Employee;  provided,  however, that the foregoing provision will not prevent any
Person  from  hiring any  Retained  Employee  or Hired  Employee  as a result of
placing  general  advertisements  in  trade  journals,   newspapers  or  similar
publications  which  are  not  directed  at such  Retained  Employees  or  Hired
Employees.  In the case of any System Employee (other than a Retained  Employee)
who is on Approved  Leave of Absence as of the Closing Date (a "System  Employee
on Leave Status") whom the Transferee Parent or its Affiliates  desires to hire,
such  Transferee  Parent or its Affiliate  shall employ such System  Employee on
Leave Status  conditioned  upon the  Employee's  return to active service within
sixteen (16) weeks after the Closing Date or, if earlier,  on the first Business
Day following expiration of the Employee's Approved Leave of Absence. Until such
date of return to active service, a System Employee on Leave Status shall not be
considered  a  Hired  Employee  under  this  Agreement.  For  purposes  of  this
Agreement,  employees on "Approved Leave of Absence" means employees absent from
work on the  Closing  Date and unable to  perform  their  regular  job duties by
reason of illness or injury  under  approved  plans or policies of the  employer
(other  than  employee's  absence  for less than ten (10) days due to short term
illness or injury not requiring  written  approval by the employer) or otherwise
absent from work under approved or unpaid leave policies of employer.

               7.3.4.  As  of  the  Closing  Date,  each  Transferor   shall  be
responsible  for, and shall cause to be discharged  and  satisfied in full,  all
amounts  due and owing to each of its System  Employees  with  respect to and in
accordance with the terms of all  compensation or benefit plans or arrangements,
including, without limitation, any salaries, commissions, deferred compensation,
severance,  insurance,  pension,  profit sharing,  disability payment,  medical,
holiday,  sick pay,  accrued  and  unused  vacation  in excess of the amount the
applicable Transferee or its Affiliates assume pursuant to this Section 7.3, and
payments  under any incentive  compensation  or bonus  agreement,  in each case,
which has accrued prior to the Closing Date (and, for System  Employees on Leave
Status, until their termination by the Transferor, or its appropriate Affiliate,
or their  employment by the  Transferee,  or its appropriate  Affiliate,  as set
forth  in  Section  7.3.3).  In  addition,  each  Transferor  shall  retain  all
liabilities and obligations  associated  with its employees,  including  Systems
Employees, who are not employed by the applicable Transferee or its Affiliate.

               7.3.5.  After the Closing Date, each Transferor  shall cause each
of its former  employees  who becomes a Hired  Employee of the  Transferee to be
permitted to elect to receive a  distribution  of the full  account  balances of
such former  employee  under any Code  Section  401(k) plan  maintained  by such
Transferor or its Affiliate, and the Transferee shall in each case permit to the
extent  allowed  by Code  Section  402(c)  the Hired  Employee  to roll over any
amounts so distributed in cash into a Code Section 401(k) plan maintained by the
Transferee or its Affiliate.

               7.3.6.  Except as expressly  stated to the contrary  herein,  all
claims and  obligations  under,  pursuant to or in connection  with any welfare,
medical,  insurance,  disability or other employee  benefit plans of a Parent or
any Affiliate or arising under any Legal Requirement affecting employees of such
Parent or any  Affiliate  to the extent  arising  before the  Closing  Date will
remain the responsibility of such Parent, or the appropriate Affiliate,  whether
or not such  employees are hired by the other Parent or any of its Affiliates as
of or after the Closing.  Neither  Parent will have or assume any  obligation or
liability  under or in connection  with any such plan of the other Parent or any
Affiliate of the other  Parent.  For purposes of this  Agreement,  the

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<PAGE>

following claims and liabilities shall be deemed to be incurred as follows:  (i)
medical,  dental  and/or  prescription  drug  benefits  when  the  treatment  is
provided,  except with respect to such benefits  provided in  connection  with a
continuous period of hospitalization, which shall be deemed to be arising at the
time of admission to the hospital; (ii) life, accidental death and dismemberment
and business  travel  accident  insurance  benefits  and  workers'  compensation
benefits,  upon the death,  disability or accident giving rise to such benefits;
and (iii)  salary  continuation  or other  short-term  disability  benefits,  or
long-term  disability,  upon  commencement of the disability giving rise to such
benefit.  Each  Transferor  shall  promptly  satisfy any legal  obligation  with
respect to continuation of group health  coverage  required  pursuant to Section
4980B of the Code or Section  601,  et seq.,  of ERISA.  In regard to any System
Employee on Leave Status,  all liability for benefit  coverage of such Employee,
and liability for payment of benefits,  shall remain that of the Transferor,  or
its  appropriate  Affiliate,  until such  Employee  becomes an  employee  of the
Transferee or its Affiliate after the Closing pursuant to Section 7.3.3.

               7.3.7. Each Parent, or such Parent's appropriate Affiliate,  will
remain solely  responsible  for, and will  indemnify and hold harmless the other
Parent and its  Affiliates  from and  against  all Losses  arising  from or with
respect  to,  all  salaries,  commissions,  deferred  compensation,   severance,
insurance,  pension,  profit sharing,  disability  payment,  medical,  sick pay,
holiday,  vacation  (except for accrued  vacation time and sick time included in
the  calculation of such Party's Working Capital  Adjustment  Amount),  medical,
holiday,  continuation  coverage and other compensation or benefits to which its
employees  may be entitled,  whether or not such  employees  may be hired by the
other Parent or any  Affiliate of the other Parent,  to the extent  arising from
their  employment  by such Parent or any Affiliate of such Parent on or prior to
the Closing Date, the termination of their employment on or prior to the Closing
Date, the  consummation of the transactions  contemplated  hereby or pursuant to
any applicable  Legal  Requirement or otherwise to the extent arising from their
employment prior to the Closing Date (and, for System Employees on Leave Status,
until their  termination by the  Transferor,  or its appropriate  Affiliate,  or
their employment by the Transferee,  or its appropriate Affiliate,  as set forth
in  Section  7.3.1).  Any  liability  under  WARN with  regard  to any  employee
terminated  on or prior to the Closing Date, or not hired by the other Parent or
its  Affiliates  on or after the Closing  Date,  shall,  as a matter of contract
between  the  parties,  be the  responsibility  of the  Parent or such  Parent's
Affiliates by which the employee was employed  prior to the Closing  Date.  Each
Parent and such Parent's  Affiliates  shall  cooperate with the other Parent and
such Parent's Affiliates,  if requested, in the giving of WARN notices on behalf
of the other Parent.

               7.3.8. (a) Notwithstanding  anything to the contrary herein, each
Hiring Party shall:

                          (i) upon  receipt of a schedule  showing the  vacation
               and sick  balances  and  value  of such  balances  of each  Hired
               Employee, which schedule shall be delivered by each Transferor to
               the  applicable  Transferee  within 10 days  after  the  Closing,
               credit each Hired  Employee  the amount of vacation and sick time
               permitted  to be accrued by similarly  situated  employees of the
               Hiring  Party in  accordance  with the  Hiring  Party's  standard
               practices  (to a maximum of four weeks for vacation and seven (7)
               days for sick time)  accrued and unused by him or her as a System
               Employee of the Transferor through and including the Closing

                                      -63-

<PAGE>

               Date to the extent the  Transferor's  Working Capital  Adjustment
               Amount is decreased pursuant to Section 3.2;  provided,  however,
               that, if any Hired Employee has accrued vacation and sick time in
               excess of the amount so  credited by the Hiring  Party,  then the
               Transferor  shall, and shall cause its appropriate  Affiliate to,
               pay to such  employee any amount due to such  employee in respect
               of  such  excess  and the  Hiring  Party  shall  not  assume  any
               liability or obligation in respect of such excess;

                          (ii) give each  Hired  Employee  credit for such Hired
               Employee's  past  service  with the  Transferor  Parent  and such
               Transferor  Parent's Affiliates as of the Closing Date (including
               past  service  with any  prior  owner or  operator  of the  other
               Parent's   Systems  or  Cable   Business)  (A)  for  purposes  of
               eligibility to participate in the employee  welfare benefit plans
               in which such  Hiring  Party  participates  to the same extent as
               similarly  situated  employees  of such  Hiring  Party  and their
               dependents are permitted to  participate;  and (B) in the case of
               the Comcast Parties,  for purposes of eligibility to participate,
               vesting and benefit accrual under any post-retirement  medical or
               life insurance benefit plan which such Comcast Party maintains or
               in which such Comcast Party participates;

                          (iii) give each Hired  Employee  credit for such Hired
               Employee's  past  service  with the  Transferor  Parent  and such
               Transferor  Parent's Affiliates as of the Closing Date (including
               past  service  with any prior  owner or  operator  of such  other
               Parent's  Systems or Cable  Business) for purposes of eligibility
               for participation and vesting under the 401(k) plan, or any other
               retirement  plan  and  stock  plan in  which  such  Hiring  Party
               participates  to the  same  extent  as other  similarly  situated
               employees of such Hiring Party;

                          (iv) give each  Hired  Employee  credit for such Hired
               Employee's  past  service  with the  Transferor  Parent as of the
               Closing  Date  (including  past  service  with any prior owner or
               operator of such other  Parent's  Systems or Cable  Business) for
               any waiting periods under the employee  benefit plans,  including
               any group health and disability plans, in which such Hiring Party
               participates,  to the same extent as similarly situated employees
               of such Hiring Party,  except to the extent such  employees  were
               subject to such  limitations  under the employee benefit plans of
               such  Transferor  Parent  or any  Affiliate  of  such  Transferor
               Parent; and not subject any Hired Employees to any limitations on
               benefits  for  any  preexisting   conditions  provided  that  the
               treatment  is covered  under such Hiring  Party's or Affiliate of
               such Hiring Party's group health plans; and

                          (v) credit each Hired  Employee under any group health
               plan  for any  deductible  amount  previously  met by such  Hired
               Employee  as of the  Closing  Date under any of the group  health
               plans of the Transferor Parent or any of such Transferor Parent's
               Affiliates  for the plan year in which the transfer of employment
               occurs.

         (b)  Notwithstanding  anything  set  forth  in  Section  7.3.8(a),  the
Transferee  Parent  and its  Affiliates  shall  have  no  obligation  to  System
Employees of the Transferor Parent

                                      -64-

<PAGE>

or its Affiliate  who are Employees on Leave Status until they become  employees
of the Transferee Parent and its Affiliate pursuant to Section 7.3.3.

               7.3.9.  Except with respect to term employees  listed on Schedule
7.3.9  who  become  Hired  Employees,  if a Hiring  Party  discharges  any Hired
Employee without cause within 180 days after the Closing, then such Hiring Party
shall pay  severance  benefits  to such Hired  Employee in  accordance  with the
Transferor's  severance  benefit plan (the "Severance  Benefits") at the Closing
Date and counting the period of employment  with the  Transferor  Parent and the
Hiring Party for purposes of calculating benefits under such plan on the Closing
Date;  provided,  however,  that if a Hiring Party discharges any Hired Employee
who was an "Other Employee" without cause within 60 days after Closing, then the
Transferor  Parent shall reimburse the Hiring Party for the Severance  Benefits.
Following  such 180-day  period,  such Hired Employee shall be covered under the
Hiring Party's severance benefit plan counting the period of employment with the
Transferor  Parent and its  affiliates  and the  Hiring  Party for  purposes  of
calculating  benefits  under such plan on the Closing  Date. In the case of each
Transferor Parent, Schedule 7.3.9 sets forth the terms of such severance benefit
plan in effect on the date  hereof,  and such  Transferor  Parent will  promptly
notify  the  Hiring  Party of any  changes  in the terms of such plan  occurring
between the date hereof and the Closing Date. Each Transferor Parent agrees that
between the date of this  Agreement  and the Closing  Date,  such Party will not
increase the benefits provided under such severance plan, except as a result of,
and consistent with, increases made by AT&T Broadband, LLC, MediaOne Group, Inc.
or Comcast Cable Communications,  Inc., as applicable on a company-wide basis in
the benefits  provided under its severance  plans.  For purposes of this Section
7.3.9, "cause" shall have the meaning set forth in the Hiring Party's employment
policies,  procedures or agreements  applicable to such Hiring Party's employees
who are situated similarly to the discharged Hired Employee.

               7.3.10. If a Parent or its Affiliate has, or acquires,  a duty to
bargain with any labor  organization in respect of the System Employees prior to
the Closing Date,  then such Parent will (i) give prompt  written notice of such
fact or development to the other Parent,  including notice of the date and place
of any negotiating  sessions as they are planned or contemplated  and permit the
other Parent to have a representative  present at all negotiating  sessions with
such labor  organization  and at all  meetings  preparatory  thereto  (including
making the other Parent's  representative a representative  of its delegation if
required by the labor  organization),  and (ii) not,  without the other Parent's
written consent, enter into any Contract with such labor organization that binds
or purports to bind the other Parent or its Affiliates,  including any successor
clause or other  clause  that would have this  purpose  or effect.  Except  with
respect to AT&T Corp.'s NCE Agreement, each Parent or its affiliated Transferors
acknowledge and agree that the other Parent and its affiliated  Transferees have
not agreed to be bound, and will not be bound, without an explicit assumption of
such liability or  responsibility  by the other Parent,  by any provision of any
collective  bargaining agreement or similar Contract with any labor organization
to which  such  Parent or any of such  affiliated  Transferors  is or may become
bound.

               7.3.11.  Notwithstanding  anything  set forth in this  Section 7,
with  respect to any Hired  Employee  who was  formerly  an employee of MediaOne
Group ("M1 Hired Employee"), the Comcast Entity who hires such M1 Hired Employee
shall  additionally:  (a) not,  prior to January 1, 2002,  increase the employee
contribution  level,  under  employee  welfare  benefit  plans,

                                      -65-

<PAGE>

above the level required  while such M1 Hired  Employee was a MediaOne  employee
and (b) if such Comcast Entity  discharges  any M1 Hired Employee  without cause
before June 15, 2002,  then such Comcast Entity shall pay severance  benefits to
such M1 Hired  Employee in accordance  with the Severance  Benefit in effect for
such M1 Hired  Employee set forth in Schedule  7.3.11 and counting the period of
employment  with the other  Parent and its  affiliates  and the  hiring  Comcast
Entity for purposes of calculating benefits under such plan on the Closing Date;
provided, however, that if a Comcast Entity discharges any M1 Hired Employee who
was an "Other Employee" without cause within 60 days of Closing, then AT&T Corp.
shall reimburse Comcast Corporation,  for the Severance Benefits paid to such M1
Hired Employee.

               7.3.12.  Nothing  in  this  Section  7.3  or  elsewhere  in  this
Agreement  shall  be  deemed  to make  any  employee  of  either  Parent  or its
Affiliates a third party beneficiary of this Agreement.

               7.3.13.  The parties  agree to  cooperate  with each other and to
exchange all  information  required to implement the  provisions of this Section
7.3.

         7.4.  Leased  Vehicles;  Other Capital Leases. Each Transferor will pay
the remaining  balances on any leases for vehicles or capital  leases that would
be  included  in its  Assets but for the effect of this  Section  7.4,  and will
deliver title to such vehicles and other  Tangible  Personal  Property  included
among its Assets,  free and clear of all Liens (other than Permitted  Liens), to
the receiving Transferee at the Closing.

         7.5.  Required Consents; Franchise Renewal.

               7.5.1.  Each  Transferor  will  use its  commercially  reasonable
efforts to (i) obtain in writing,  as promptly as possible  and at its  expense,
all of the Required  Consents,  other than consents in connection  with multiple
dwelling  unit  agreements,  required  to be  obtained  by  such  Transferor  in
connection with the transactions  contemplated by this Agreement, and deliver to
the other  Parent  copies of such  Required  Consents  and such other  consents,
authorizations or approvals promptly after they are obtained by such Transferor,
and (ii) give any required  written notice in connection with the  transactions;
provided that each  Transferor  will afford the other Parent the  opportunity to
review, and comment on the form of letter or application proposed to request the
Required Consent or form of written notice prior to delivery to the Person whose
consent  is sought or to whom  such  notification  is  required.  All  documents
delivered or filed with any Governmental Authority or any Person by or on behalf
of such Transferor  pursuant to this Section 7.5.1,  when so delivered or filed,
will be correct,  current and complete in all material respects. Each Party will
cooperate  with the other  Parties to obtain all Required  Consents and no Party
shall  intentionally take any action or steps that would prejudice or jeopardize
the obtaining of any Required Consent.

               7.5.2.  No  Transferor  will  accept  or agree or  accede  to any
modifications  or  amendments  to, or the  imposition  of any  condition  to the
transfer of, any of the System  Franchises,  System Licenses or System Contracts
of such  Transferor's  Cable Business that are not reasonably  acceptable to the
other Parent.  Notwithstanding the foregoing, each Party will cooperate with the
other Parties and use commercially  reasonable efforts to complete,  execute and
deliver,  or cause to be completed,  executed and delivered,  to the appropriate
Governmental

                                      -66-

<PAGE>

Authority,  a FCC Form 394 to the extent not  previously  filed with  respect to
each System  Franchise  included  among the Assets within thirty (30) days after
the date of this  Agreement.  Without the prior consent of the other Parent,  no
Transferor shall agree with any Governmental  Authority to extend or to toll the
time limits applicable to such Governmental Authority's consideration of any FCC
Form 394 filed with such Governmental Authority.

               7.5.3.  Notwithstanding  the  provisions  of  Sections  7.5.1 and
7.5.2,  no  Transferor  will have any  further  obligation  to  obtain  Required
Consents:  (a) with respect to license  agreements  relating to pole attachments
where the licensing  authority will not consent to an assignment of such license
agreement but requires that the Transferee  enter into a new agreement with such
licensing  authority  on terms that are not  materially  less  favorable  in the
aggregate  to the  Transferee,  in  which  case  the  Transferee  shall  use its
commercially  reasonable  efforts  to enter  into  such  agreement  prior to the
Closing or as soon as practicable thereafter,  and the Transferor will cooperate
with and  assist  the  Transferee  in  obtaining  such  agreements;  (b) for any
business  radio  license  or any  private  operational  fixed  service  ("POFS")
microwave  license which would  reasonably be expected to be obtained within 120
days after the Closing and so long as a conditional temporary authorization (for
a business  radio  license)  or a special  temporary  authorization  (for a POFS
license) is obtained by the Transferee under FCC rules with respect thereto; (c)
with respect to Contracts  evidencing  Leased Property,  if, with the consent of
the other Parent,  the  Transferor  obtains and makes  operational  prior to the
Closing  substitute  Leased  Property  that is, and that is leased on terms that
are, reasonably  satisfactory to the other Parent; (d) with respect to Contracts
evidencing  leased  Tangible  Personal  Property  that is  material to its Cable
Business,  if, with the consent of the other Parent, such Transferor obtains and
makes  operational  prior to the Closing  substitute  Tangible Personal Property
that is reasonably satisfactory to the other Parent.

               7.5.4. (a) Upon the written request of the Transferee,  if and to
the extent that any Required Consents (except Required Consents for the transfer
of Systems  Franchises,  which shall be governed by Section 7.5.5) have not been
obtained on or prior to the Closing  (whether or not any Party shall have waived
satisfaction  of the  condition  to the  Closing  set forth in Section  8.2.5 or
Section 8.3.5),  subsequent to the Closing, each Transferor will continue to use
commercially  reasonable efforts to obtain in writing,  as promptly as possible,
such  Required  Consents  required to be obtained  by such  Transferor  and will
deliver copies of the same,  reasonably  satisfactory in form and substance,  to
the other Parent.  The  obligations set forth in this Section 7.5.4 will survive
the Closing.

               (b) If any Required  Consent  (except  Required  Consents for the
transfer of Systems Franchises,  which shall be governed by Section 7.5.5) shall
not have been obtained prior to Closing,  the affected Transferor and Transferee
will cooperate in a mutually  agreeable  arrangement  under which, to the extent
practicable  and permitted by such agreement and applicable law, such Transferee
will obtain the benefits and be  responsible  for the  obligations in accordance
with  this  Agreement  in  respect  of such  Asset or any  claim or right or any
benefit  arising  thereunder  the assignment of which without the consent of the
Third Party thereto  would  constitute a breach or other  contravention  of such
Asset or in any way adversely  affect the rights of such Transferee  thereunder,
including sub-contracting,  sub-licensing, or sub-leasing to such Transferee, or
under which such  Transferor  will  enforce for the benefit of such  Transferee,
with such Transferee assuming such Transferor's obligations,  any and all rights
of such  Transferor

                                      -67-

<PAGE>

against the Third Party in question.  Such  Transferor will promptly pay to such
Transferee,  when received, all monies received by such Transferor in respect of
any such Asset or any claim or right or any benefit arising  thereunder and such
Transferee  shall promptly pay or perform any obligations in respect of any such
Asset.

               7.5.5.  If the  conditions  set forth in  Sections  8.2.5(a)  and
8.3.5(a) are satisfied and there remain Service Areas of the AT&T Systems or the
Comcast  Systems  that are not, as of the  Closing  Time,  Transferable  Service
Areas, then the following shall occur:

               (a) With  respect  to each  AT&T  Systems  Franchise  for which a
Required  Consent has not been  obtained as of the Closing Time  (including  any
Assets that are  primarily  held for,  used in, or  necessary  for AT&T's  Cable
Business  in the  relevant  franchise  area and  related  liabilities,  an "AT&T
Retained  Franchise"),  the  Parties  will  negotiate  in good  faith  to  reach
agreement on a Comcast Systems Franchise  (including any Comcast Assets that are
primarily  held for, used in, or necessary for Comcast's  Cable  Business in the
franchise area and related liabilities, a "Comcast Matching Franchise") that is,
to the greatest extent possible,  like kind to such AT&T Retained  Franchise for
purposes  of  Section  1031 of the Code and the  applicable  exchange,  and such
Comcast  Matching  Franchise shall be retained by the applicable  Comcast Party,
while the  corresponding  AT&T Retained  Franchise is retained by the applicable
AT&T  Party.  A  Comcast  Matching  Franchise  may  also be a  Comcast  Retained
Franchise.  For purposes of this Section  7.5.5,  a "Retained  Franchise"  means
either an AT&T Retained  Franchise or a Comcast  Retained  Franchise or both, as
the context requires,  and a "Matching  Franchise" means either an AT&T Matching
Franchise or a Comcast Matching Franchise or both, as the context requires.

               (b) With respect to each Comcast  Systems  Franchise  for which a
Required  Consent has not been  obtained as of the Closing Time  (including  any
Assets that are primarily  held for,  used in, or necessary for Comcast's  Cable
Business in the  relevant  franchise  area and related  liabilities,  a "Comcast
Retained  Franchise"),  the  Parties  will  negotiate  in good  faith  to  reach
agreement  on an AT&T  Systems  Franchise  (including  any AT&T  Assets that are
primarily  held for,  used in or  necessary  for AT&T's  Cable  Business  in the
franchise area and related  liabilities,  an "AT&T Matching Franchise") that is,
to the greatest extent possible,  like kind to such Comcast  Retained  Franchise
for purposes of Section 1031 of the Code and the applicable  exchange,  and such
AT&T Matching  Franchise shall be retained by the applicable  AT&T Party,  while
the  corresponding  Comcast  Retained  Franchise  is retained by the  applicable
Comcast  Party.  An  AT&T  Matching  Franchise  may  also  be an  AT&T  Retained
Franchise.

               (c) The  Parties  shall  cooperate,  negotiate  in good faith and
enter into mutually acceptable  arrangements on commercially reasonable terms to
address all issues and concerns  regarding each Retained  Franchise and Matching
Franchise and related matters,  including (i) the terms on which the appropriate
Party,  from and after the Closing Date, would provide to the Party that retains
such Retained Franchise and Matching Franchise such signal delivery,  management
and  other  support  services  as may be  necessary  or  appropriate  due to the
existence of such  Retained  Franchise  and Matching  Franchise,  (ii) the terms
regarding the transfer of such Retained  Franchise and Matching Franchise to the
appropriate Party after the receipt of all Required Consents  applicable to such
Retained Franchise and Matching  Franchise,  (iii)  determination and payment of
the Additional  Consideration and Working Capital

                                      -68-

<PAGE>

Adjustment Amount with respect to such Retained Franchise and Matching Franchise
at the time of such transfer (rather than at Closing) consistent with provisions
of this Agreement,  (iv) with respect to the period prior to such transfer or in
the event transfer is not made because Required  Consents are not obtained,  the
terms regarding other arrangements to achieve substantially the same division of
economic  benefits and burdens as between the parties as would have  resulted if
the transfer had taken place at Closing,  (v) the possible  revision of Schedule
2.3 to reduce the taxes  payable as a result of the  transactions  hereunder and
(vi) apportionment of the Subscriber Cap among the franchise areas in any System
that contains a Retained  Franchise or a Matching  Franchise based on the number
of Equivalent  Basic  Subscribers  in each such  franchise  area as set forth on
Schedule 5.15.1(b) or Schedule 6.15.1(b),  as the case may be, provided that any
such matter is mutually acceptable to both Parents.

               7.5.6. No Party shall be required to make any payment (other than
customary  filing and similar  fees) to a Person from whom  consent is sought in
order to obtain such consent and no Party shall be  obligated  to reimburse  any
other Party for any payment so made.

         7.6.  Title  Commitments  and Surveys.  Each  Transferee  will have the
option to obtain, at its own expense, (i) commitments of title insurance ("Title
Commitments") issued by a nationally recognized title insurance company selected
by such Transferee (the "Title Company") and containing  policy limits and other
terms reasonably acceptable to such Transferee,  and photocopies of all recorded
items  described as  exceptions  therein  committing  to insure fee or leasehold
title in such  Transferee to each parcel of Owned Property or Leased Property to
be transferred to such Transferee hereunder,  by American Land Title Association
("ALTA")  (1992)  owner's or  lessee's  policies  of title  insurance,  and (ii)
current ALTA as-built  surveys of each such parcel as is necessary to obtain the
title insurance to be issued pursuant to the Title Commitments with the standard
printed exceptions relating to survey matters deleted (the "Surveys"), certified
to the  Transferee  and the  Title  Company  issuing  a Title  Commitment.  If a
Transferee  notifies a Transferor within twenty (20) days after the date of this
Agreement  or, if later,  of its receipt of both the Title  Commitments  and the
Surveys of any Lien  (other  than a Permitted  Lien) or other  matter  affecting
title to such Owned  Property or Leased  Property  which  prevents or materially
interferes with (or presents a material risk of preventing or interfering  with)
the use of any such parcel for the purposes  for which it is  currently  used or
operated  (each a "Title  Defect"),  such  Transferor  will, at its own expense,
exercise  commercially  reasonable efforts to remove or, with the consent of the
Transferee,  cause the Title  Company to commit to insure over,  each such Title
Defect prior to the Closing.

         7.7.  HSR Act  Notification.  If any event  (including  the  passage of
time) occurs which subjects the  transactions  contemplated by this Agreement to
any further requirements under the HSR Act, then as promptly as practicable, the
Comcast Parties and the AT&T Parties will each complete and file, or cause to be
completed and filed, at its own cost and expense,  any  notification  and report
required  to be  filed  under  the  HSR Act  with  respect  to the  transactions
contemplated  by this  Agreement,  and each  such  filing  shall  request  early
termination  of the waiting period imposed by the HSR Act. The Parties shall use
their  respective  commercially  reasonable  efforts to respond,  as promptly as
reasonably  practicable,  to any  inquiries  received  from  the  Federal  Trade
Commission  (the "FTC") and the Antitrust  Division of the Department of Justice
(the "Antitrust Division") for additional  information or documentation,  and to
respond,  as promptly as reasonably  practicable,  to all inquiries and requests
received  from any

                                      -69-

<PAGE>

other Governmental  Authority in connection with antitrust matters.  The Parties
shall use their  respective  commercially  reasonable  efforts to  overcome  any
objections  which may be raised by the FTC, the Antitrust  Division or any other
Governmental  Authority having  jurisdiction over antitrust matters.  Each Party
shall (i) promptly notify the other Party of any written  communication  to that
Party from the FTC, the Antitrust  Division,  any State Attorney  General or any
other  Governmental  Authority and,  subject to applicable law, permit the other
Party to review in advance  any  proposed  written  communication  to any of the
foregoing;  (ii)  not  agree  to  participate  in  any  substantive  meeting  or
discussion  with  any   Governmental   Authority  in  respect  of  any  filings,
investigation   or  inquiry   concerning  this  Agreement  or  the  transactions
contemplated  hereby  unless it consults with the other Party in advance and, to
the extent permitted by such Governmental  Authority,  gives the other Party the
opportunity to attend and participate thereat; and (iii) furnish the other Party
with copies of all  correspondence,  filings,  and communications (and memoranda
setting forth the substance thereof) between them and their Affiliates and their
respective  representatives  on the one hand,  and any  Government  Authority or
members  or their  respective  staffs on the other  hand,  with  respect to this
Agreement  and  the  transactions   contemplated  hereby.   Notwithstanding  the
foregoing,  no Party  shall be required  to make any  significant  change in the
operations  or  activities  of the  business (or any  material  assets  employed
therein)  of such Party or any of its  Affiliates  or the Cable  Business  to be
acquired  by such Party if a Party  determines  in good  faith that such  change
would be materially  adverse to the operations or activities of the business (or
any material  assets  employed  therein) of such Party or any of its  Affiliates
having significant assets, net worth or revenue.

         7.8.  Sales  and  Transfer   Taxes.    Comcast  and  AT&T  shall  each,
respectively,  pay one-half of (i) all Transfer Taxes arising from or payable by
reason of the  transfer of any of the AT&T  Assets or any of the Comcast  Assets
and (ii) all Transfer  Taxes or  assessments,  and any transfer fees and similar
assessments  for or under  Systems  Franchises,  Systems  Licenses  and  Systems
Contracts,  arising  from or  payable  by reason of the  conveyance  of the AT&T
Assets or the Comcast Assets.  The Parties agree to use all reasonable  efforts,
subject to Section  2.4, to  structure  the Swap in such a manner as to minimize
the Transfer Taxes payable in connection therewith. The Parties agree to use all
reasonable  efforts to reduce the amount of material  Transfer  Taxes payable by
each Party.  Notwithstanding  the foregoing,  all Transfer Taxes or assessments,
and transfer fees and similar  assessments  arising from or payable by reason of
any internal restructuring implemented by any Party prior to the Closing will be
borne by such Party.

         7.9.  Programming.  Each  Transferor  will execute and deliver  letters
substantially in the form attached as Exhibit 7.9 as may be reasonably requested
by  Transferee  to Persons  that are  parties to such  Transferor's  programming
agreements.

         7.10. Retention of Books  and  Records.  Following  the  Closing,  each
Transferor shall give access to the receiving Transferee,  its Parent,  counsel,
accountants and other authorized representatives during normal business hours to
such Transferor's  materials,  books,  records and documents which relate to the
operations of such Transferor's  Cable Business prior to the Closing Time as may
be reasonably necessary in connection with any legitimate purpose (including the
preparation  of tax  reports  and  returns  and  the  preparation  of  financial
statements).  Such access will be subject to the generally  applicable  document
retention  policies of such  Transferor  (provided that each Transferor will use
commercially  reasonable  efforts not to destroy any such records  without first
notifying the  Transferee  and giving the  Transferee  the  opportunity

                                      -70-

<PAGE>

to make copies),  shall be subject to reasonable advance written notice, will be
conducted in a manner that is not disruptive of such  Transferor's  business and
will be subject to any other reasonable  limitations imposed by such Transferor.
The Transferee  shall have the right to make copies of such materials at its own
expense.

         7.11. Use of Name and Logo. For a period of 180 days after the Closing,
each Transferee will be granted a non-exclusive, non-transferable license to use
the trademarks,  trade names,  service marks,  service names,  logos and similar
proprietary rights of the applicable Transferor to the extent incorporated in or
on the Assets transferred to it at the Closing on a royalty-free basis, provided
that each Transferee will exercise commercially reasonable efforts to remove all
such names,  marks,  logos and  similar  proprietary  rights of such  Transferor
(except to the extent  otherwise  permitted by such Transferor) from such Assets
as soon as reasonably  practicable,  and in any event within 180 days, following
the Closing.  Notwithstanding  the foregoing,  nothing in this Section 7.11 will
require any Transferee to remove or discontinue using any such name or mark that
is affixed to converters  or other items  already  installed in or to be used in
customer  homes or  properties  and  transferred  to such  Transferee  as of the
Closing,  or as are already  installed  and used in a similar  fashion as of the
Closing, making such removal or discontinuation impracticable.

         7.12. Transitional  Billing  Services.  Each Transferor will provide to
the  Transferee  of its  Systems,  upon written  request  delivered a reasonable
amount of time in  advance,  access to and the right to use its  billing  system
computers,  software  and related  fixed assets in  connection  with the Systems
transferred  for a period of up to 180 days  following  the Closing to allow for
conversion  of  existing  billing  arrangements,  including  billing and related
arrangements  (such as refunds) regarding internet access and telephony services
being  provided  to  customers  of a System on the Closing  Date  ("Transitional
Billing Services").  Each Transferee will notify such Transferor at least thirty
(30) days prior to the  Closing as to  whether it desires  Transitional  Billing
Services from such Transferor.  All Transitional Billing Services,  if any, that
are  requested  by a  Transferee  will  be  provided  on  terms  and  conditions
reasonably satisfactory to the Transferor and the Transferee; provided, however,
that the  amount to be paid by the  Transferee  receiving  Transitional  Billing
Services  will  not  exceed  the  cost  to such  Transferor  of  providing  such
Transitional Billing Services. Each Transferor will notify the other of the cost
to such  Transferor of providing such  Transitional  Billing  Services within 10
Business Days after receiving the Transferee's  notice  requesting the provision
of such  Transitional  Billing  Services.  The Parties  agree that the  parties'
respective  rights to receive  Transitional  Billing  Services  pursuant to this
Section 7.12 have nominal value.

         7.13. Confidentiality and Publicity.

               7.13.1.  Prior to the Closing,  each  Inspecting  Party will keep
confidential  any non-public  information  that such Inspecting Party may obtain
from the Disclosing Party in connection with this Agreement,  and, following the
Closing, each Inspecting Party will keep confidential any non-public information
that such  Inspecting  Party may obtain from the Disclosing  Party in connection
with this Agreement  unrelated to the Cable Business and Systems  transferred by
the  Disclosing  Party  pursuant  to this  Agreement  as well as any  non-public
information  in the  possession  of such  Inspecting  Party related to the Cable
Business and Systems  transferred  by such  Inspecting  Party to the  Disclosing
Party pursuant to this Agreement (any

                                      -71-

<PAGE>

such  information  that an  Inspecting  Party is required  to keep  confidential
pursuant to this sentence shall be referred to as  "Confidential  Information").
Each  Inspecting  Party will not disclose any  Confidential  Information  to any
other  Person   (other  than  its   directors,   officers  and   employees   and
representatives of its advisers and lenders  (collectively,  "Representatives"),
in each case,  whose  knowledge  thereof is necessary in order to facilitate the
consummation  of the  transactions  contemplated  hereby,  in which  event  such
Inspecting  Party shall be responsible for any breach hereof by any such Person)
or use such  Confidential  Information to the detriment of the Disclosing Party;
provided  that  (i)  such  Inspecting  Party  may  use  and  disclose  any  such
Confidential Information once it has been publicly disclosed (other than by such
Inspecting Party or its  Representatives in breach of the obligations under this
Section 7.13.1) or which, in the case of information  provided by the Disclosing
Party,  has come into the possession of such  Inspecting  Party (other than from
the Disclosing Party and other than from another Person in violation of any duty
or obligation of confidentiality  known to the Inspecting Party) and (ii) to the
extent  that such  Inspecting  Party  may,  in the  opinion of its  counsel,  be
compelled  by  Legal   Requirements   to  disclose  any  of  such   Confidential
Information, such Inspecting Party may disclose such Confidential Information if
it  uses  all  reasonable   efforts,   and  affords  the  Disclosing  Party  the
opportunity,  to obtain an appropriate  protective  order or other  satisfactory
assurance of confidential treatment,  for the Confidential Information compelled
to be disclosed. In the event of termination of this Agreement,  each Inspecting
Party will cause to be delivered to the Disclosing  Party,  and retain no copies
of, any documents,  work papers and other materials  obtained by such Inspecting
Party or on its behalf from the other,  whether so obtained  before or after the
execution hereof.

               7.13.2.  No  Parent  nor its  Affiliates  will  issue  any  press
releases or make any other public announcement concerning this Agreement and the
transactions  contemplated  hereby,  except  as  required  by  applicable  Legal
Requirements or by any national  securities exchange or quotation system without
the prior written  consent and approval of the other  Parent,  which consent and
approval may not be unreasonably withheld.

         7.14. Bulk   Transfer.   Each  Transferor  waives  compliance  by  each
Transferee with Legal Requirements  relating to bulk transfers applicable to the
transactions contemplated hereby.

         7.15. Lien Searches.  Each Transferor will, at its expense,  obtain and
disclose to the applicable  Transferee the results of a Lien search conducted by
a professional  search  company of records in the offices of the  secretaries of
state in each state and county  clerks in each  county  where there exist any of
its Owned Property or Tangible Personal Property included among its Assets,  and
in the state and county where such  Transferor's  principal offices are located,
including copies of all financing  statements or similar notices or filings (and
any continuation statements) discovered by such search company.

         7.16. Reasonable Best Efforts; Further Assurances. Subject to the terms
and conditions of this  Agreement,  each Party hereto will use  reasonable  best
efforts to take,  or cause to be taken,  all  actions  and to do, or cause to be
done,  all things  necessary  or  desirable  to satisfy  all  conditions  and to
consummate the transactions  contemplated by this Agreement.  Each Parent agrees
to cause each of its Affiliates party hereto to perform,  pay and satisfy all of
such Affiliate's obligations under this Agreement. At or after the Closing, each
Parent and its Affiliates party hereto at the request of the other Parent,  will
promptly  execute and  deliver,  or

                                      -72-

<PAGE>

cause to be executed and  delivered,  to the other Parent all such documents and
instruments,  in addition to those otherwise required by this Agreement, in form
and substance  reasonably  satisfactory  to the other Parent as the other Parent
may  reasonably  request  in order to carry  out or  evidence  the terms of this
Agreement or to collect any accounts  receivable or other claims included in the
Assets  transferred to the other Parent or its Affiliates.  Without limiting the
generality of the foregoing, the Comcast Parties and the AT&T Parties will take,
or cause to be taken,  all actions  consistent with the terms of this Agreement,
including  execution and delivery of any documents or instruments,  as the other
may  reasonably   request  to  effect  the  qualification  of  the  transactions
contemplated hereby as a like-kind exchange under Section 1031 of the Code.

         7.17. Cooperation as to Rates.

               7.17.1.  Each of the AT&T Entities and the Comcast  Entities will
cooperate with and assist the other by providing,  upon reasonable request,  all
information  in their  possession  (and not  previously  made  available  to the
requesting  Party) relating  directly to the rates set forth on Schedule 5.15 or
6.15, as applicable,  or on any of FCC Forms 1200,  1205, 1210, 1220, 1225, 1235
or 1240 or any  other  FCC Form  filed  with  respect  to the  Systems  that the
requesting Party may reasonably require to justify such rates in response to any
inquiry, order or requirements of any Governmental Authority.

               7.17.2.  Prior to the Closing,  neither Parent nor its Affiliates
shall settle or permit to be settled any rate (including  late fees)  proceeding
with respect to its Systems without  consulting with the other Parent;  provided
that neither Parent nor its Affiliates shall agree to any  forward-looking  rate
adjustment  with respect to its former Systems without the prior written consent
of the other Parent.

               7.17.3.  After the Closing,  each  Transferor will be responsible
for and follow to  conclusion  any rate order of any  Governmental  Authority or
proceeding  with  respect to rates  (including  late fees) of any of its Systems
charged by it immediately  prior to the Closing;  provided,  however,  that with
respect to its former Systems the Transferor  shall not: (i) agree to any refund
of past  overcharges;  (ii) submit any refund plan to a Governmental  Authority;
(iii)  appeal or take any other action with regard to such  proceeding,  in each
case without consulting with the Transferee of such System; or (iv) agree to any
forward-looking  rate  adjustment  without  the  prior  written  consent  of the
Transferee.  Each Party  will  cooperate  with and  assist the other  Parties by
providing,  upon reasonable request,  all information in its possession (and not
previously made available to the requesting Party) that the requesting Party may
reasonably require to justify rates,  charges, late fees and similar payments in
response to any inquiry, order or requirements of any Governmental Agency.

               7.17.4. If, following the Closing any System is required pursuant
to any Legal  Requirement,  settlement or otherwise to refund to subscribers any
payments,  in whole or in part, made by such  subscribers  prior to the Closing,
including fees for cable television  service,  equipment charges,  late fees and
similar  payments,  then, at the election of the Transferee of such System:  (i)
the  Transferor  must fulfill  such refund  obligation  through a one-time  cash
payment to  subscribers,  in which case the  Transferor  shall provide funds for
such  payment  to the  Transferee,  the  Transferee  shall  cooperate  with  the
Transferor  or  implement  and  administer   such  refund  payment  through  the
Transferee's  billing system,  and the Transferor shall reimburse the

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<PAGE>

Transferee for all reasonable  expenses incurred by the Transferee in connection
therewith;  or (ii) the Transferee may fulfill such refund obligation  through a
cash  payment,  credit  or  in-kind  or  other  form  of  consideration,  at its
discretion and subject to any required approval by a Governmental Authority, and
the Transferor shall reimburse the Transferee in the amount of any payment or in
the amount of the cost to the  Transferee of any credit or in-kind or other form
of  consideration  and all  reasonable  expenses  incurred by the  Transferee in
connection  therewith.  Without  limiting the  foregoing,  the  Transferee  will
provide the Transferor with all information in the Transferee's  possession that
is reasonably required by the Transferor in connection with such reimbursement.

               7.17.5.  If a Transferee  is permitted  following  the Closing to
pass through to subscribers of Systems acquired by it at Closing,  the amount of
any "franchise  fees on franchise  fees" paid by a Transferor to the appropriate
local franchising authority with respect to the period prior to the Closing, the
Transferee agrees that it will collect, for the benefit of the Transferor,  such
amounts  specified no later than the  Six-Month  Date as paid by the  Transferor
and,  except as  specified  below,  will  promptly  remit  such  amounts  to the
Transferor;  provided, however, that if a Transferee is provided by counsel with
an opinion that the pass through to subscribers of such fees under the rules and
regulations  of the FCC and the  Communications  Act (either with respect to the
cable industry as a whole or the  particular  Systems in question) is subject to
administrative or judicial review,  then the Transferee shall not remit the fees
to the  Transferor  but shall hold such fees until the final  resolution of such
administrative  or  judicial  proceedings.  After  such  final  resolution,  the
Transferee  will remit to Transferor as  appropriate,  such fees. The Transferor
agrees to  provide  the  Transferee  with such  documentation  as  necessary  to
demonstrate  its payment of the "franchise fees on franchise fees" and to enable
the Transferee to collect the pass through amounts from  subscribers.  No amount
collectible  for the benefit of a Transferor  under this Section  7.17.5 will be
taken into account in determining the Working Capital Adjustment Amount.

         7.18. Cooperation as to Late Fee Cases.

               7.18.1.  (a)  Notwithstanding  anything  to the  contrary in this
Agreement, and without limiting any other provisions of this Agreement, from and
after Closing, the Comcast Entities will comply with the obligations of the AT&T
Entities and their Affiliates under paragraph 18 of the Settlement Agreement and
Release  entered into by them  effective as of March 17, 2000, a final  executed
copy of  which  has  been  provided  to  Comcast  Corporation  (the  "Settlement
Agreement"),  to the extent such  obligations  relate to Systems that are "Class
Systems"  within the meaning of the Settlement  Agreement and to litigation that
is covered by the  Settlement  Agreement.  The AT&T Entities will  reimburse the
Comcast Entities for any payments made by them to subscribers in accordance with
the terms of the Settlement  Agreement,  for any direct  out-of-pocket  costs to
them of  providing  any  credit or in-kind  or other  form of  consideration  to
subscribers  in  accordance  with the  terms  of the  Settlement  and for  their
reasonable  expenses  incurred in connection with fulfilling  their  obligations
under this Section.  The Comcast  Entities will keep the AT&T Entities and their
Affiliates  fully  informed  regarding the  implementation  of Section 18 of the
Settlement Agreement insofar as it relates to the Systems, will provide the AT&T
Entities  and their  Affiliates  with such  information  as they may  reasonably
request in connection therewith, and will be subject to the general direction of
the

                                      -74-

<PAGE>

AT&T Entities in connection  therewith.  The Comcast  Entities  acknowledge that
they have received a copy of the final, executed Settlement Agreement.

               (b) In regard to  Washington,  D.C.,  if  necessary,  the Comcast
Entities  will  similarly  assist and  cooperate  regarding  the Final  Judgment
entered on October 20, 1998 by the Superior Court of the District of Columbia in
Bassin v.  District  Cablevision  Limited  Partnership,  which is  currently  on
appeal.

         Further,  the Comcast Entities will similarly assist, if necessary,  in
regard to any late fee cases that may be pending or settled in  connection  with
MediaOne Group's properties in Naples/Ft. Myers, Florida and in Michigan.

         The AT&T Entities will similarly assist and cooperate, if necessary, in
regard to any late fee cases that may be pending or settled in  connection  with
the Comcast Entities' properties in Atlanta, Georgia.

         The provisions of paragraph (a) above (including as to reimbursement of
payments,  costs and  expenses)  will apply mutatis  mutandis to any  settlement
agreement  entered into with respect to any matter  addressed in this  paragraph
(b);  provided that as to any such matter,  neither a Transferor  nor any of its
Affiliates  will  enter into any  settlement  agreement  that  would  govern the
operation of Systems after the Closing,  unless the  applicable  Transferee  has
given its prior written consent to such settlement agreement.

         7.19. Distant  Broadcast  Signals.    Unless  otherwise  restricted  or
prohibited by any  Governmental  Authority,  applicable  Legal  Requirements  or
Contract,  each  Transferor  will,  if requested by the  applicable  Transferee,
delete,  prior  to  the  Closing,  any  distant  broadcast  signals  which  such
Transferee  determines will result in unacceptable  liability on the part of the
Transferee  for copyright  payments  with respect to continued  carriage of such
signals  after the  Closing.  Each  Transferee  will use  reasonable  efforts to
deliver notice of the requested deletions to the applicable  Transferor at least
60 days prior to the Closing.

         7.20. Offers.  Each Parent and its Affiliates party hereto (and its and
their directors,  officers,  employees,  representatives  and agents) shall not,
directly or indirectly,  (i) offer its Cable Business or Systems for sale,  (ii)
solicit, encourage or entertain offers for such Cable Business or Systems, (iii)
initiate  negotiations  or  discussions  for the sale of such Cable  Business or
Systems or (iv) make information  about such Cable Business or Systems available
to any Third Party in connection  with the possible sale of such Cable  Business
or Systems prior to the Closing Date or the date this Agreement is terminated in
accordance with its terms.

         7.21. [Intentionally Omitted].

         7.22. Cooperation with Financial Statements. The AT&T Entities agree to
use reasonable efforts to provide Comcast Corporation,  and the Comcast Entities
agree to use reasonable  efforts to provide AT&T Corp.,  with information  about
the AT&T Systems, or Comcast Systems,  as applicable,  to the extent needed (but
only to the  extent  needed)  for  preparation  of  financial  statements  to be
included in Comcast Corporation's,  or AT&T Corp.'s, as applicable, filings with
Securities and Exchange  Commission under federal securities laws;

                                      -75-

<PAGE>

provided  that the  Party  requesting  such  information  shall  bear all  costs
(including any internal cost) associated with the provision of such information.

         7.23. Accounts Payable and Franchise Fees. Each Transferor shall pay in
the ordinary course of business,  consistent  with past practices,  all accounts
payables and franchise fees incurred in or  attributable  to periods or portions
thereof  ending on or prior to the Closing Time with respect to the Systems that
it transfers (which accounts payables and franchise fees will not be transferred
with the Systems),  subject to contesting  any payments  pursuant to a bona fide
dispute.

         7.24. Termination of Certain Affiliate Contracts.  All contracts listed
on Schedule 7.24 will be terminated prior to Closing.

         7.25. Capital Management Committee.  AT&T Corp. and Comcast Corporation
agree that a capital  management  committee  will be formed to  efficiently  and
effectively  monitor  capital  spending in the  affected  Systems and to address
capital budget issues as they arise.

         7.26. INET.  To the extent a Comcast Entity pays AT&T or its Affiliates
prior to the  Closing for costs (the "INET  Costs")  incurred  for the  Atlanta,
Georgia  System with respect to the  Institutional  Network  (commonly  known as
"INET"),  AT&T Corp. or its  Affiliates  shall  reimburse such Comcast Entity at
Closing.  After the Closing,  Comcast Corporation and the Comcast Entities shall
have no obligation to pay for the INET Costs.

8.       CONDITIONS PRECEDENT.

         8.1. [Intentionally Omitted].

         8.2.  Conditions  to  Comcast's  Obligations.  The  obligations  of the
Comcast Entities to consummate the  transactions  contemplated by this Agreement
will be subject to the satisfaction,  at or before the Closing, of the following
conditions, one or more of which may be waived by Comcast Corporation:

               8.2.1.   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties  of AT&T  Corp.  and the AT&T  Parties  in this
Agreement  (including  those  made by  operation  of  Section  2.1.2) and in the
Transaction  Documents,  without  giving effect to any  materiality  or Material
Adverse Effect qualification  contained therein and without giving effect to any
scheduled  exceptions to such  representations  and  warranties,  shall be true,
complete and accurate as of the Closing (or, if given as of a specific  date, as
of such date) with the same  effect as if made at and as of the Closing (or such
date) except to the extent that any misstatements, omissions and inaccuracies to
such representations and warranties would not, individually or in the aggregate,
reasonably  be  expected  to have a  Material  Adverse  Effect on  AT&T's  Cable
Business.

               8.2.2.  Performance of  Agreements.  The AT&T Entities shall have
performed in all material  respects all material  obligations and agreements and
complied in all material respects with all material  covenants in this Agreement
and in any Transaction Document to be performed and complied with by them before
the Closing.

                                      -76-
<PAGE>

               8.2.3.  Deliveries.  The AT&T Entities  shall have  delivered the
items and documents  required to be delivered by it pursuant to this  Agreement,
including  those required to be delivered to the Comcast  Entities under Section
9.2.

               8.2.4.  Legal  Proceedings.  No material Legal Requirement and no
judgment,  injunction, order or decree shall prohibit consummation of any of the
transactions contemplated by this Agreement.

               8.2.5. Consents.

               (a)  Franchise.   The  aggregate   number  of  Equivalent   Basic
Subscribers in the Service Areas of the AT&T Systems that are, as of the Closing
Time,  Transferable  Service  Areas  shall be at least 90% of  Equivalent  Basic
Subscribers in all Service Areas of the AT&T Systems at such time (the "AT&T 90%
Threshold");  provided  that  this  condition  will be  deemed  not to have been
satisfied  until the earliest of (i) the date upon which this condition would be
satisfied if the percentage used for the AT&T 90% Threshold was 100% rather than
90%,  (ii) 30 days after the date upon which the AT&T 90%  Threshold  is met and
(iii) September 30, 2001.

               (b) FCC. All material AT&T  Required  Consents from the FCC shall
have been  obtained in form and  substance  reasonably  satisfactory  to Comcast
Corporation.

               (c) Other.  All other AT&T Required  Consents  identified with an
asterisk (*) on Schedule 6.3 shall have been obtained;  provided  however if any
such consents have not been obtained,  this condition nonetheless will be deemed
satisfied if either (i) Comcast  Corporation agrees to waive such condition,  in
which case,  subject to Section 7.5, the Comcast  Entities  shall bear all costs
and other Losses arising out of or resulting from the failure of such consent or
consents  to  have  been  obtained  or (ii)  AT&T  Corp.  provides  satisfactory
arrangements,  including an enforceable indemnity to the extent monetary damages
is an adequate remedy, which are reasonably  acceptable to the Comcast Entities,
such that the  Comcast  Entities  shall  not  suffer  any costs or other  Losses
arising out of or resulting from the failure of such consent or consents to have
been obtained.

               8.2.6. No Material Adverse Changes. There shall not have been any
changes or occurrences that, individually or in the aggregate, have had or would
reasonably  be  expected  to have,  a Material  Adverse  Effect on AT&T's  Cable
Business since May 4, 1999.

               8.2.7. HSR Act. All filings required under the HSR Act shall have
been made and the  applicable  waiting period shall have expired or been earlier
terminated.

         8.3.  Conditions to AT&T's  Obligations.  The  obligations  of the AT&T
Entities to consummate the  transactions  contemplated by this Agreement will be
subject  to the  satisfaction,  at or  before  the  Closing,  of  the  following
conditions, one or more of which may be waived by AT&T Corp.:

               8.3.1.   Accuracy  of   Representations   and   Warranties.   The
representations and warranties of Comcast Corporation and the Comcast Parties in
this Agreement  (including  those made by operation of Section 2.1.2) and in the
Transaction  Documents,  without  giving

                                      -77-

<PAGE>

effect to any  materiality or Material  Adverse Effect  qualification  contained
therein  and  without  giving  effect  to  any  scheduled   exceptions  to  such
representations  and warranties,  shall be true, complete and accurate as of the
Closing  (or,  if given as of a  specific  date,  as of such date) with the same
effect as if made at and as of the Closing  (or such date)  except to the extent
that any misstatements,  omissions and inaccuracies to such  representations and
warranties would not,  individually or in the aggregate,  reasonably be expected
to have a Material Adverse Effect on Comcast's Cable Business.

               8.3.2. Performance of Agreements. The Comcast Entities shall have
performed in all material  respects all material  obligations and agreements and
complied in all material respects with all material  covenants in this Agreement
and in any Transaction Document to be performed and complied with by them before
the Closing.

               8.3.3. Deliveries.  The Comcast Entities shall have delivered the
items and documents  required to be delivered by it pursuant to this  Agreement,
including those required to be delivered to the AT&T Entities under Section 9.3.

               8.3.4.  Legal  Proceedings.  No material Legal Requirement and no
judgment,  injunction, order or decree shall prohibit consummation of any of the
transactions contemplated by this Agreement.

               8.3.5. Consents.

               (a)  Franchise.   The  aggregate   number  of  Equivalent   Basic
Subscribers  in the  Service  Areas of the Comcast  Systems  that are, as of the
Closing Time, Transferable Service Areas shall be at least 90% of the Equivalent
Basic  Subscribers in all Service Areas of the Comcast Systems at such time (the
"Comcast 90%  Threshold");  provided that this  condition  will be deemed not to
have been satisfied until the earliest of (i) the date upon which this condition
would be satisfied if the percentage used for the Comcast 90% Threshold was 100%
rather  than  90%,  (ii) 30 days  after  the date upon  which  the  Comcast  90%
Threshold is met and (iii) September 30, 2001.

               (b) FCC.  All material  Comcast  Required  Consents  from the FCC
shall have been obtained in form and substance  reasonably  satisfactory to AT&T
Corp.

               (c) Other. All other Comcast Required Consents identified with an
asterisk (*) on Schedule 5.3 shall have been obtained; provided, however, if any
such consents have not been obtained this condition  nonetheless  will be deemed
satisfied  if either (i) AT&T Corp.  agrees to waive  such  condition,  in which
case,  subject to Section 7.5, the AT&T Entities  shall bear all costs and other
Losses  arising out of or resulting from the failure of such consent or consents
to  have  been  obtained  or  (ii)  Comcast  Corporation  provides  satisfactory
arrangements,  including an enforceable indemnity to the extent monetary damages
is an adequate  remedy,  which are  reasonably  acceptable to the AT&T Entities,
such that the AT&T Entities  shall not suffer any costs or other Losses  arising
out of or  resulting  from the failure of such  consent or consents to have been
obtained.

               8.3.6. No Material Adverse Changes. There shall not have been any
changes or occurrences that, individually or in the aggregate, have had or would
reasonably  be expected to have, a Material  Adverse  Effect on Comcast's  Cable
Business since May 4, 1999.

                                      -78-
<PAGE>

               8.3.7. HSR Act. All filings required under the HSR Act shall have
been made and the  applicable  waiting period shall have expired or been earlier
terminated.

9.       THE CLOSING.

         9.1.  The Closing; Time and Place.  Subject to the terms and conditions
of this Agreement, the Closing shall be held at the office of Wachtell,  Lipton,
Rosen & Katz,  New York, New York (or be conducted via facsimile) at 10:00 a.m.,
local  time,  on the last  calendar  day of the  calendar  month  in  which  the
conditions  set forth in Article 8 (other than  Sections  8.2.3 and 8.3.3) shall
have been  satisfied or waived  (provided that each party shall have at least 10
days' prior  notice of the  scheduled  Closing  Date in order to prepare for the
Closing),  or at such other place,  date and time as may be mutually agreed upon
by the Parties (the "Closing  Date").  The transactions to be consummated at the
Closing shall be deemed to have been consummated as of the Closing Time.

         9.2.  AT&T's Delivery Obligations. At the Closing, each AT&T Party will
deliver  or  cause  to be  delivered  to  the  applicable  Comcast  Parties  the
following:

               9.2.1.  Payment  Obligation.  If  applicable,   consideration  in
respect of Additional Consideration,  Working Capital Adjustment Amounts and the
Overall  Adjustment  Amount will be paid pursuant to Section 3.1.2,  Section 3.3
and Section 3.1.3, respectively.

               9.2.2. Bill of Sale and Assignment and Assumption Agreement.  The
Bill of Sale and  Assignment  and  Assumption  Agreement  in the form of Exhibit
9.2.2.

               9.2.3.  Deeds.   Special  warranty  deeds,  in  recordable  form,
conveying  to the  applicable  Comcast  Parties each parcel of such AT&T Party's
AT&T Owned Property, and assignments of leases, in recordable form, with respect
to such AT&T Party's AT&T Leased  Property,  and  assignments  of easements,  in
recordable form or such other documents as may be necessary to convey AT&T Other
Real  Property  Interests,  in  each  case  in  form  and  substance  reasonably
satisfactory to the Comcast Parties.

               9.2.4.  Lien Releases.  Evidence  reasonably  satisfactory to the
Comcast  Entities  that all  Liens  (other  than  Permitted  Liens  that are not
required to be  terminated)  affecting or  encumbering  such AT&T Party's Assets
have been terminated,  released or waived, as appropriate, or original, executed
instruments  in  form  and  substance  reasonably  satisfactory  to the  Comcast
Entities effecting such terminations, releases or waivers.

               9.2.5.   Vehicle  Titles.  Title  certificates  to  all  vehicles
included among the AT&T Assets, endorsed for transfer of title to the applicable
Comcast  Parties,  and  separate  bills  of  sale  therefor  or  other  transfer
documentation,  if required by the laws of the states in which such vehicles are
titled.

               9.2.6.  Evidence of Authorization  Actions.  Evidence  reasonably
satisfactory to the Comcast Entities that such AT&T Party is in existence and in
good standing, and has taken all action necessary to authorize the execution and
delivery of this Agreement and the Transaction Documents and the consummation of
the transactions contemplated hereby.

                                      -79-
<PAGE>

               9.2.7. FIRPTA Certificate.  FIRPTA Non-Foreign Seller Certificate
certifying  that such AT&T Party is not a foreign  person (within the meaning of
Section  1445 of the Code)  reasonably  satisfactory  in form and  substance  to
Comcast Corporation.

               9.2.8.  Officer's  Certificate.  The Comcast  Entities  will have
received a  certificate  executed by an officer of each AT&T  Entity,  dated the
date of the  Closing,  reasonably  satisfactory  in form  and  substance  to the
Comcast  Entities  certifying,  in his or her  capacity as an officer,  that the
conditions specified in Sections 8.2.1 and 8.2.2 have been satisfied.

               9.2.9.  Power of Attorney for Accounts  Receivable.  The limited,
irrevocable  right,  in such AT&T Party's  name,  place and stead,  as such AT&T
Party's attorney-in-fact, to cash, deposit, endorse or negotiate checks received
on or after the  Closing  Date made out to such AT&T Party in payment  for cable
television  and  related  services  provided  by the AT&T  Systems  and  written
instructions  to such AT&T's  lock-box  service  provider  or similar  agents to
forward to the applicable  Comcast Party, as promptly as reasonably  practicable
after  processing,  all such cash,  deposits  and checks  representing  accounts
receivable of the AT&T Systems that it may receive.  From and after the Closing,
such AT&T Party  shall not deposit  but shall  remit to the  applicable  Comcast
Party any payment  received  by such AT&T Party on or after the Closing  Date in
respect of any such account  receivable,  as promptly as reasonably  practicable
after processing.

               9.2.10.  Other.  Such other  documents and  instruments as may be
necessary  to  effect  the  intent  of  this  Agreement  and to  consummate  the
transactions contemplated hereby.

         9.3.  Comcast's  Delivery  Obligations.  At the  Closing,  each Comcast
Party will deliver or cause to be delivered to the  applicable  AT&T Parties the
following:

               9.3.1.  Payment  Obligation.  If  applicable,   consideration  in
respect of Additional Consideration,  Working Capital Adjustment Amounts and the
Overall  Adjustment  Amount will be paid pursuant to Section 3.1.2,  Section 3.3
and Section 3.1.3, respectively.

               9.3.2. Bill of Sale and Assignment and Assumption Agreement.  The
Bill of Sale and  Assignment  and  Assumption  Agreement  in the form of Exhibit
9.3.2.

               9.3.3.  Deeds.   Special  warranty  deeds,  in  recordable  form,
conveying to the  applicable  AT&T  Parties each parcel of such Comcast  Party's
Comcast Owned  Property,  and  assignments of leases,  in recordable  form, with
respect to such Comcast  Party's  Comcast Leased  Property,  and  assignments of
easements,  in  recordable  form or such other  documents as may be necessary to
convey Comcast Other Real Property Interests, in each case in form and substance
reasonably satisfactory to the AT&T Parties.

               9.3.4.  Lien Releases.  Evidence  reasonably  satisfactory to the
AT&T Entities that all Liens (other than  Permitted  Liens that are not required
to be terminated) affecting or encumbering such Comcast Party's Assets have been
terminated,   released  or  waived,  as  appropriate,   or  original,   executed
instruments in form and substance  reasonably  satisfactory to the AT&T Entities
effecting such terminations, releases or waivers.

                                      -80-
<PAGE>

               9.3.5.   Vehicle  Titles.  Title  certificates  to  all  vehicles
included  among  the  Comcast  Assets,  endorsed  for  transfer  of title to the
applicable  AT&T Parties,  and separate bills of sale therefor or other transfer
documentation,  if required by the laws of the states in which such vehicles are
titled.

               9.3.6.  Evidence of Authorization  Actions.  Evidence  reasonably
satisfactory to the AT&T Entities that such Comcast Party is in existence and in
good standing, and has taken all action necessary to authorize the execution and
delivery of this Agreement and the Transaction Documents and the consummation of
the transactions contemplated hereby.

               9.3.7. FIRPTA Certificate.  FIRPTA Non-Foreign Seller Certificate
certifying  that such Comcast Party is not a foreign  person (within the meaning
of Section 1445 of the Code)  reasonably  satisfactory  in form and substance to
AT&T Corp.

               9.3.8.  Officer's  Certificate.   The  AT&T  Entities  will  have
received a certificate  executed by an officer of each Comcast Entity, dated the
date of the Closing,  reasonably  satisfactory in form and substance to the AT&T
Entities certifying,  in his or her capacity as an officer,  that the conditions
specified in Sections 8.3.1 and 8.3.2 have been satisfied.

               9.3.9.  Power of Attorney for Accounts  Receivable.  The limited,
irrevocable  right,  in such  Comcast  Party's  name,  place and stead,  as such
Comcast Party's attorney-in-fact,  to cash, deposit, endorse or negotiate checks
received on or after the Closing Date made out to such Comcast  Party in payment
for cable  television and related  services  provided by the Comcast Systems and
written  instructions  to such Comcast's  lock-box  service  provider or similar
agents to forward to the  applicable  AT&T  Party,  as  promptly  as  reasonably
practicable after processing,  all such cash,  deposits and checks  representing
accounts  receivable of the Comcast Systems that it may receive.  From and after
the  Closing,  such  Comcast  Party  shall not  deposit  but shall  remit to the
applicable AT&T Party any payment received by such Comcast Party on or after the
Closing  Date  in  respect  of any  such  account  receivable,  as  promptly  as
reasonably practicable after processing.

               9.3.10.  Other.  Such other  documents and  instruments as may be
necessary  to  effect  the  intent  of  this  Agreement  and to  consummate  the
transactions contemplated hereby.

10.      TERMINATION AND DEFAULT.

         10.1. Termination  Events.   This  Agreement may be terminated  and the
transactions contemplated hereby may be abandoned:

               10.1.1.   At  any  time,  by  the  mutual  agreement  of  Comcast
Corporation and AT&T Corp.;

               10.1.2. By either Comcast  Corporation or AT&T Corp. upon written
notice  to  the  other,  if  any of  the  conditions  to its or its  Affiliates'
obligations  set forth in Sections  8.1, 8.2 and 8.3,  respectively,  are not or
could not be satisfied  such that Closing  occurs on or before  October 31, 2001
for any reason  other than a breach or default by such Parent or its  Affiliates
of their covenants, agreements or other obligations under this Agreement, or any
of such Parent's

                                      -81-

<PAGE>

representations  herein not being true and accurate when made or when  otherwise
required by this Agreement to be true and accurate; or

               10.1.3.  By  either  Comcast  Corporation  or  AT&T  Corp.  if an
injunction,  restraining  order or  decree  of any  nature  of any  Governmental
Authority of competent jurisdiction is issued that prohibits the consummation of
any of the transactions  contemplated  hereby and such  injunction,  restraining
order or decree is final and nonappealable;  provided,  however,  that the Party
seeking to terminate this Agreement pursuant to this Section 10.1.3 has, subject
to  the  terms  hereof,  used  commercially  reasonable  efforts  to  have  such
injunction, order or decree vacated or denied.

         10.2. Effect of Termination.  If this Agreement is terminated  pursuant
to Section  10.1,  all  obligations  of the Parties  under this  Agreement  will
terminate,  except for the  obligations  set forth in  Sections  7.13 and 12.13.
Termination  of this  Agreement  pursuant to Sections  10.1.2 or 10.1.3 will not
limit or  impair  any  remedies  that any of the AT&T  Entities  or the  Comcast
Entities  may have  pursuant to the terms of this  Agreement  with  respect to a
breach or default by the other of their  covenants,  agreements  or  obligations
under this Agreement.

11.      SURVIVAL; INDEMNIFICATION.

         11.1. Indemnification by the AT&T Entities. From and after the Closing,
the AT&T  Entities,  jointly and  severally,  will  indemnify  and hold harmless
Comcast   Corporation  and  its  Affiliates,   and  its  and  their   respective
shareholders,  officers, directors,  partners, employees, agents, successors and
assigns,  and any Person claiming by or through any of them, as the case may be,
from and  against any and all Losses to the extent  arising out of or  resulting
from:

               (a) any representations and warranties made by any AT&T Entity in
this Agreement or in any  Transaction  Document not being true and accurate when
made or as of the Closing (or, if given as of a certain date,  not being true as
of such certain date) with the same effect as if made as of the Closing (or such
date);

               (b)  any  failure  by  any  AT&T  Entity  to  perform  any of its
covenants,  agreements,  or obligations in this Agreement or in any  Transaction
Document  (other than Losses to the extent arising out of or resulting from AT&T
Excluded Liabilities);

               (c) the AT&T Excluded Liabilities;

               (d) the AT&T Assumed Obligations and Liabilities; and

               (e) the AT&T Excluded Assets.

         11.2. Indemnification  by the  Comcast  Entities.   From and  after the
Closing,  the Comcast Entities,  jointly and severally,  will indemnify and hold
harmless  AT&T  Corp.  and  its  Affiliates,   and  its  and  their   respective
shareholders,  officers, directors,  partners, employees, agents, successors and
assigns,  and any Person claiming by or through any of them, as the case may be,
from and  against any and all Losses to the extent  arising out of or  resulting
from:

                                      -82-

<PAGE>

               (a) any representations and warranties made by any Comcast Entity
in this  Agreement  or in any  Transaction  Document not being true and accurate
when made or as of the  Closing  (or, if given as of a certain  date,  not being
true as of such certain  date) with the same effect as if made as of the Closing
(or such date);

               (b) any  failure  by any  Comcast  Entity to  perform  any of its
covenants,  agreements,  or obligations in this Agreement or in any  Transaction
Document  (other than  Losses to the extent  arising  out of or  resulting  from
Comcast Excluded Liabilities);

               (c) the Comcast Excluded Liabilities;

               (d) the Comcast Assumed Obligations and Liabilities; and

               (e) the Comcast Excluded Assets.

         11.3. Third Party Claims.   Upon receipt by any Person of notice of any
claim,  action,  suit  or  proceeding  by  any  Third  Party  (collectively,  an
"Action"), which Action is subject to indemnification under this Agreement, such
Person (the  "Indemnified  Party") will give  reasonable  written  notice to the
Party from whom indemnification is claimed (the "Indemnifying Party");  provided
that the failure of any Indemnified Party to so deliver notice shall not relieve
the Indemnifying  Party of its obligations  under this Article 11, except to the
extent the  Indemnifying  Party is prejudiced by such failure.  The  Indemnified
Party will be entitled,  at the sole expense and  liability of the  Indemnifying
Party, to exercise full control of the defense,  compromise or settlement of any
such Action unless the  Indemnifying  Party,  within a reasonable time after the
giving of such notice by the  Indemnified  Party,  (i) notifies the  Indemnified
Party in writing of the Indemnifying  Party's  intention to assume such defense,
(ii) retains legal counsel  reasonably  satisfactory to the Indemnified Party to
conduct  the  defense  of  such  Action  and  (iii)  admits  in  writing  to the
Indemnified  Party the Indemnifying  Party's  liability to the Indemnified Party
for such Action to the extent provided in this  Agreement.  The other Party will
cooperate with the Party  assuming the defense,  compromise or settlement of any
such  Action in  accordance  with this  Agreement  in any manner that such party
reasonably  may  request.  The Party  controlling  the  defense,  compromise  or
settlement  of an Action  shall act in good faith with respect  thereto.  If the
Indemnifying  Party so assumes the defense of any such Action,  the  Indemnified
Party will have the right to employ separate  counsel and to participate in (but
not control) the defense,  compromise or settlement of the Action (in which case
the  Indemnifying  Party  shall  cooperate  in  providing   information  to  the
Indemnified  Party about the Action),  but the fees and expenses of such counsel
will be at the  expense of the  Indemnified  Party  unless (i) the  Indemnifying
Party has agreed to pay such fees and  expenses,  (ii) any relief other than the
payment of money damages is sought  against the  Indemnified  Party or (iii) the
Indemnified Party has been advised by independent  counsel that there may be one
or more defenses available to it which are different from or additional to those
available to the  Indemnifying  Party,  and in any such case that portion of the
fees and  expenses  of such  separate  counsel  that are  reasonably  related to
matters covered by the indemnity provided in this Article 11 will be paid by the
Indemnifying Party,  provided that the Indemnifying Party shall not be obligated
to pay the expenses of more than one separate  counsel in each  jurisdiction for
each Indemnified  Party so entitled to separate  counsel.  No Indemnified  Party
will  settle  or  compromise  any  such  Action  for  which  it is  entitled  to
indemnification  under this Agreement

                                      -83-

<PAGE>

without the prior written  consent of the  Indemnifying  Party.  No Indemnifying
Party will settle or  compromise  any such Action in which any relief other than
the payment of money damages is sought against any Indemnified Party, unless the
Indemnified Party consents in writing to such compromise or settlement.

         Notwithstanding  the  foregoing  in this  Section  11.3,  if an  Action
includes  or could  reasonably  be  expected  to include  both a claim for Taxes
(other  than  income  Taxes)  that are the  responsibility  of any  AT&T  Entity
hereunder, on the one hand, and a claim for Taxes (other than income Taxes) that
are the responsibility of any Comcast Entity hereunder,  on the other hand, then
Comcast  Corporation  (if the claim for Taxes  that are the  responsibility  and
liability  of the  Comcast  Entities  exceeds  the claim for Taxes  that are the
responsibility  and liability of the AT&T  Entities) or otherwise AT&T Corp. (as
the case may be, the  "Controlling  Party")  shall be  entitled  to control  the
defense of such Action (such Action,  a "Tax  Action").  In such case, the other
Party (the  "Non-Controlling  Party") shall be entitled to participate fully (at
the Non-Controlling  Party's sole expense) in the conduct of such Tax Action and
the  Controlling  Party shall not settle such Tax Action  without the consent of
the  Non-Controlling  Party (which consent shall not be unreasonably  withheld).
The costs and  expenses  of  conducting  the  defense of such Tax claim shall be
reasonably apportioned based on the relative amounts of the claim for Taxes that
are the  responsibility  of any AT&T  Entity  hereunder  and Taxes  that are the
responsibility  of any Comcast Entity hereunder based on the relative amounts of
such claims.

         For  purposes  of Sections  4.1(w) and 4.3(w) and this  Article 11, all
real property taxes,  personal property taxes and similar ad valorem obligations
in respect of any System or Asset for any taxable  period that includes but does
not end on the Closing Date shall be apportioned  between the Transferor and the
Transferee based on the number of days of such taxable period on or prior to the
Closing Date and the number thereof after the Closing Date.

         For  purposes  of  this   Agreement,   an  Escheat   Payment  shall  be
attributable to a period (or portion  thereof) ending on or prior to the Closing
Date if the relevant  abandoned  or  unclaimed  property was or should have been
accrued  as an  unclaimed  property  liability  in  the  normal  course  of  the
Indemnifying  Party's operations in such pre-Closing period. For purposes of the
foregoing,  the Parties agree that unclaimed property  liabilities should in all
events be  accrued  in the  ordinary  course  within one year after the date the
relevant abandoned or unclaimed property is first proffered.

         11.4.  Limitations on Indemnification.

               (a) The  AT&T  Entities  will  have no  liability  under  Section
11.1(a) unless the amount of Losses otherwise  subject to their  indemnification
obligations   thereunder   exceeds   $17,500,000   (the  "AT&T  Minimum   Damage
Requirement"),  in which case the AT&T  Entities  shall be liable  only for such
excess provided that the AT&T Minimum Damage  Requirement  will not apply to any
Losses  resulting  from or arising out of breaches  of the  representations  and
warranties in Sections 6.1, 6.2, 6.3(a),  6.3(b) or 6.17. The maximum  liability
of the AT&T Entities under Section  11.1(a) shall not exceed  $150,000,000  (the
"AT&T  Cap");  provided  that the AT&T Cap shall not  apply to  breaches  of the
representations and warranties in Sections 6.1, 6.2, 6.3(a), 6.3(b) or 6.17.

                                      -84-

<PAGE>

               (b) The Comcast  Entities  will have no liability  under  Section
11.2(a) unless the amount of Losses otherwise  subject to their  indemnification
obligations   thereunder  exceeds   $17,500,000  (the  "Comcast  Minimum  Damage
Requirement"),  in which case the Comcast Entities shall be liable only for such
excess;  provided that the Comcast Minimum Damage  Requirement will not apply to
any Losses resulting from or arising out of breaches of the  representations and
warranties in Sections 5.1, 5.2, 5.3(a),  5.3(b) or 5.17. The maximum  liability
of the Comcast Entities under Section 11.2(a) shall not exceed $150,000,000 (the
"Comcast Cap"); provided that the Comcast Cap shall not apply to breaches of the
representations and warranties in Sections 5.1, 5.2, 5.3(a), 5.3(b) or 5.17.

               (c) The  representations and warranties of any Comcast Entity and
any  AT&T  Entity  in this  Agreement  and  any  Transaction  Document,  and the
corresponding  indemnification  obligations  under Sections  11.1(a) and 11.2(a)
will survive Closing for a period of nine months. Notwithstanding the foregoing,
the liability of the parties will extend beyond the nine-month  period following
Closing with respect to any claim which has been asserted in a bona fide written
notice before the expiration of such nine-month  period specifying in reasonable
detail the facts and circumstances giving rise to such right.

         The indemnification  obligations under Sections 11.1(b) and 11.2(b) (in
each case, other than the covenants,  agreements and obligations  which by their
terms are to be  performed  after the Closing)  and under  Sections  11.1(c) and
11.2(c)  will  survive  Closing for a period of 12 months.  Notwithstanding  the
foregoing,  the liability of the parties will extend beyond the 12-month  period
following  Closing with  respect to any claim which has been  asserted in a bona
fide written notice before the expiration of such 12-month period  specifying in
reasonable  detail the facts and  circumstances  giving rise to such right.  For
this purpose,  proper and timely notice shall be deemed given by all indemnified
persons  on the date  hereof,  and no further  notice  shall be  required,  with
respect  to all items  set forth on the  disclosure  schedules  provided  by the
Parties in  connection  with this  Agreement  and with  respect  to  pre-Closing
accounts payable and franchise fees for which a Transferor is responsible  under
Section 7.23.

         11.5. Payments for Indemnification  Amounts. Amounts payable by a Party
in respect of any Losses that are subject to the indemnification  obligations of
such Party under Section 11.1 or 11.2 will be payable by the Indemnifying  Party
within five days of receiving written notice of such Losses from the Indemnified
Party, and will bear interest at the rate per annum publicly announced from time
to time by The Bank of New York as its prime rate (the "Prime  Rate") plus three
percent (3%) beginning on the sixth day after receipt of such written notice and
ending on the date of payment of indemnification by the Indemnifying Party.

         11.6. Exclusive  Remedy.   The Parties hereby agree that the rights set
forth in this  Article  11 shall be each  Party's  sole and  exclusive  remedies
against  the other  Party for any  claims  arising  after the  Closing  Time and
relating to any liability of a System arising prior to the Closing Time.

12.      MISCELLANEOUS PROVISIONS.

         12.1. Parties Obligated and Benefited.   Subject to the limitations set
forth below,  this  Agreement will be binding upon each of the Parties and their
respective  assigns  and  successors

                                      -85-

<PAGE>

in  interest  and will  inure  solely to the  benefit of the  Parties  and their
respective  assigns and  successors  in  interest,  and no other  Person will be
entitled to any of the benefits  conferred by this Agreement.  Without the prior
written  consent of the other  Parties,  no Party will  assign any of its rights
under  this  Agreement  or  delegate  any of its duties  under  this  Agreement,
provided  that the  appropriate  Party may assign any or all of its rights under
this Agreement to a "qualified intermediary" engaged by such Party to effectuate
a deferred  like-kind  exchange  under  Section 1031 of the Code,  and the other
Party agrees,  in connection  with such an assignment,  to take such actions and
execute such documents as may be reasonably  requested by the assigning Party in
order to  facilitate  such Party's  intent to  effectuate  a deferred  like-kind
exchange;  provided,  however, that no such assignment will affect the assigning
Party's liabilities or obligations pursuant to this Agreement.

         12.2.  Notices.   Any  notice,   request,   demand,   waiver  or  other
communication  required or  permitted  to be given under this  Agreement  to any
Party  will be in  writing  and will be deemed to have been duly  given  only if
delivered in person or by first class, prepaid, registered or certified mail, or
delivered by courier or, if receipt is confirmed, delivery by telecopier:

         To any AT&T Entity:
                                      295 North Maple Avenue
                                      Basking Ridge, New Jersey  07920
                                      Attention:  Marilyn Wasser
                                      Telecopy:  908-221-6618

         With a copy to:
                                      Wachtell, Lipton, Rosen & Katz
                                      51 West 52nd Street
                                      New York, New York  10019
                                      Attention:  Richard D. Katcher
                                                  Steven A. Rosenblum
                                      Telecopy:  212-403-2000

         With copies (which shall not constitute notice) addressed to:

                                      AT&T Broadband, LLC
                                      188 Inverness Drive West
                                      Englewood, CO  80112
                                      Attention:  Fred DiBlasio
                                      Telecopy:  303-858-5044

         To any Comcast Entity:

                                      1500 Market Street
                                      Philadelphia, PA  19102-4735
                                      Attention:  General Counsel
                                      Telecopy:  215-981-7779


                                      -86-
<PAGE>

         With copies (which shall not constitute notice) to:

                                      Davis Polk & Wardwell
                                      450 Lexington Avenue
                                      New York, New York  10017
                                      Attention:  William L. Taylor
                                      Telecopy:  212-450-4800

         Any Party may change the address to which  notices  are  required to be
sent by giving  notice of such  change in the manner  provided  in this  Section
12.2.  All  notices  will be deemed to have been  given on the date of  delivery
which in the case of deliveries  by telecopier  will be the date of the sender's
confirmation (or, if delivered after business hours, on the next Business Day).

         12.3. Right to Specific  Performance.  Each Party acknowledges that the
unique nature of the Assets to be exchanged hereunder pursuant to this Agreement
renders money  damages an  inadequate  remedy for the breach by any Party of its
obligations  under this  Agreement,  and the Parties  agree that in the event of
such breach,  the Parties will upon proper action  instituted by either of them,
be entitled  to a decree of  specific  performance  of this  Agreement  or other
equitable relief.

         12.4. Waiver. This Agreement or any of its provisions may not be waived
except in writing.  The failure of any Party to enforce any right  arising under
this  Agreement on one or more occasions will not operate as a waiver of that or
any other right on that or any other occasion.

         12.5. Captions. The captions of this Agreement are for convenience only
and do not constitute a part of this Agreement.

         12.6. Governing Law.  This Agreement shall be governed by and construed
in  accordance  with the laws of the State of New York  (other than its rules of
conflicts  of law to the  extent  that the  application  of the laws of  another
jurisdiction would be required thereby).

         12.7. Time.  Time is of the essence under this  Agreement.  If the last
day  permitted  for the  giving  of any  notice  or the  performance  of any act
required  or  permitted  under  this  Agreement  falls  on a day  which is not a
Business Day, the time for the giving of such notice or the  performance of such
act will be extended to the next succeeding Business Day.

         12.8. Late Payments.  Except as otherwise provided herein, if any Party
fails to pay the other any amounts  when due under this  Agreement,  the amounts
due will bear  interest  from the due date to the date of  payment  at the Prime
Rate plus 2%, adjusted as and when changes in the Prime Rate are made.

         12.9.  Counterparts.  This  Agreement may be executed in  counterparts,
each of which will be deemed an original.

         12.10. Entire  Agreement.   This Agreement  (including the  Transaction
Documents and the Schedules and Exhibits  referred to in this  Agreement,  which
are  incorporated  in and

                                      -87-

<PAGE>

constitute  a part of this  Agreement),  contains  the entire  agreement  of the
Parties with respect to the subject matter hereof, and supersedes all prior oral
or written  agreements and  understandings  with respect to such subject matter,
including,  without  limitation,  (i) the letter  agreement,  dated May 4, 1999,
between  AT&T  Corp.  and  Comcast  Corporation  (but  shall not  supersede  the
following paragraphs thereof: paragraph 2 {Termination of the Merger Agreement},
paragraph 11.(b) {No Trading During Valuation  Period},  paragraph 12 {Telephony
Agreements} and, to the extent related to the foregoing,  paragraphs 14, 15, 17,
and 19-24) and (ii) the Amendment to such letter  agreement dated as of November
16, 1999 (but shall not supersede paragraph 4 thereof).  This Agreement does not
supersede the Letter Agreement to the extent relating to the Group Three Systems
and the transactions with respect thereto. The cable systems that are referenced
in the Letter Agreement as Group Two Systems and Group Three Systems (other than
Chesterfield, Virginia) that are not Systems for purposes hereof will be treated
as Group Three Systems for purposes of the Letter  Agreement and for purposes of
Section 8.1 hereof and this Section 12.10.  This Agreement may not be amended or
modified,  except by a writing signed by all of the Parties hereto. This Section
12.10 is subject to Section 10.1.4.

         12.11. Severability.   Any term or provision of this  Agreement that is
invalid or unenforceable will be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining rights
of the  Person  intended  to be  benefitted  by  such  provision  or  any  other
provisions of this Agreement.

         12.12. Construction.  This Agreement has been negotiated by the Parties
and their respective legal counsel, and legal or other equitable principles that
might  require the  construction  of this  Agreement  or any  provision  of this
Agreement  against  the  Party  drafting  this  Agreement  will not apply in any
construction or interpretation of this Agreement.

         12.13. Expenses.   Except  as  otherwise  expressly  provided  in  this
Agreement,  each Party will pay all of its expenses,  including  attorneys'  and
accountants'  fees, in connection with the  negotiation of this  Agreement,  the
performance  of  its  obligations  and  the  consummation  of  the  transactions
contemplated by this Agreement.

         12.14. Risk of Loss.   The risk of any loss or  damage  to the  Comcast
Assets or the AT&T Assets  resulting from fire,  theft or other casualty (except
reasonable  wear and tear) will be borne by the owner thereof at all times prior
to the Closing  Time. In the event of any such loss or damage after May 4, 1999,
Comcast  Corporation or AT&T Corp., as appropriate,  will immediately notify the
other in writing of that fact and the System Value for the applicable  System or
Systems  will be  reduced  in the amount of the  deductible  under the  casualty
insurance  policies  insuring such Assets,  and all  insurance  proceeds paid or
payable as a result of the  occurrence  of the event  resulting  in such loss or
damage will be delivered at the Closing by the Party transferring such Assets to
the Party receiving such Assets, or the rights thereto will be assigned,  if not
yet paid over by the insurer,  to the Party  transferring  such Assets.  If such
loss is not fully insured for  replacement  cost,  then the System Value for the
applicable  System or Systems  will  further be reduced by the cost to repair or
replace such Assets,  less any  insurance  proceeds paid or payable with respect
thereto.  In either  case,  the  obligations  under this  Section  12.14 to make
adjustment or pay or assign insurance proceeds will not apply to the extent that
any  insurance  proceeds or  deductibles  are applied to replace or restore such
loss or damage prior to Closing.

                                      -88-
<PAGE>

         If, on or prior to the Closing Time,  all or any part of or interest in
the Comcast Assets or the AT&T Assets, as appropriate,  is taken or condemned as
a result of a Governmental Authority's exercise of its powers of eminent domain,
or if a Governmental Authority having such power informs a Party that it intends
to condemn all or any part of such Party's  Assets (such event being called,  in
either  case,  a  "Taking"),  then (i) AT&T  Corp.,  in the case of a Taking  of
Comcast Assets, or Comcast Corporation,  in the case of a Taking of AT&T Assets,
may elect, in the name of the other Party, to negotiate for, claim,  contest and
receive all damages with respect to the Taking, (ii) the Party whose Assets were
the subject of the Taking will be  relieved of its  obligation  to convey to the
other Party  those of its Assets  that were the subject of the Taking,  (iii) at
the  Closing,  the Party whose Assets were the subject of the Taking will assign
to the other  Party  all of its  rights to  damages  payable  as a result of the
Taking,  and will pay to the other  Party all damages  previously  paid to it in
connection  with the Taking,  and (iv)  following  the Closing,  the Party whose
Assets  were the  subject of the Taking will give to the other Party any further
assurances of such rights and assignment with respect to the Taking as the other
Party reasonably may request from time to time.

         No amount  payable  under this Section 12.14 will be taken into account
in calculating the Working Capital Adjustment Amount.

         12.15. Tax Consequences. No Party makes any representation or warranty,
express or implied,  with respect to the Tax  implications of any aspect of this
Agreement  on any other  Party,  and each  Party  expressly  disclaims  any such
representation  or warranty with respect to any Tax  consequences  arising under
this  Agreement.  Each  Party has  relied  solely on its own Tax  advisors  with
respect to the Tax implications of this Agreement.

         12.16. Jurisdiction.   Except as otherwise  expressly  provided in this
Agreement,  the Parties  agree that any suit,  action or  proceeding  seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement, the Transaction Documents or the transactions contemplated
hereby or thereby  may be brought in the United  States  District  Court for the
Southern  District of New York or any other New York State court  sitting in New
York City, and each of the Parties hereby  consents to the  jurisdiction of such
courts (and of the  appropriate  appellate  courts  therefrom) in any such suit,
action or proceeding and irrevocably  waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such suit,  action or proceeding in any such court or that any such suit,
action or  proceeding  which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world,  whether within or without the  jurisdiction
of any such  court.  Without  limiting  the  foregoing,  each Party  agrees that
service of process on such  Party as  provided  in Section  12.2 shall be deemed
effective service of process on such Party.

         12.17. WAIVER  OF  JURY  TRIAL.   EACH  OF THE  PARTIES  HERETO  HEREBY
IRREVOCABLY  WAIVES  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT,  THE  TRANSACTION  DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

              [the remainder of this page intentionally left blank]


                                      -89-
<PAGE>

The parties  have  executed  this  Agreement  as of the day and year first above
written.

                                   AT&T CORP.



                                   By:  /s/ Michael Berg
                                        ----------------------------------------
                                        Name:  Michael Berg
                                        Title: Assistant Secretary


                                   DISTRICT CABLEVISION LIMITED
                                     PARTNERSHIP

                                   By:  District Cablevision, Inc., its General
                                        Partner


                                        By: /s/ Michael P. Huseby
                                            ------------------------------------
                                            Name:  Michael P. Huseby
                                            Title: Vice President


                                   INDEPENDENCE CABLE TV COMPANY

                                   By:  United Cable T.V. of Oakland County,
                                        Inc., its General Partner


                                        By: /s/ Michael P. Huseby
                                            ------------------------------------
                                            Name:  Michael P. Huseby
                                            Title: Vice President


                                   By:  Tribune-United Cable of Oakland County,
                                        its General Partner


                                        By: /s/ Michael P. Huseby
                                            ------------------------------------
                                            Name:  Michael P. Huseby
                                            Title: Vice President


                                   UNITED CABLE T.V. OF OAKLAND COUNTY, INC.


                                   By:  /s/ Michael P. Huseby
                                        ----------------------------------------
                                        Name:  Michael P. Huseby
                                        Title: Vice President

<PAGE>



                                   TRIBUNE-UNITED CABLE OF OAKLAND COUNTY

                                   By:  Tribune Company Cable of Michigan, Inc.,
                                        its General Partner


                                        By: /s/ Michael P. Huseby
                                            ------------------------------------
                                            Name:  Michael P. Huseby
                                            Title: Vice President


                                   By:  United Cable Television of Oakland
                                        County, Ltd., its General Partner


                                        By: United Cable T.V. of Oakland County,
                                            Inc., its General Partner


                                            By: /s/ Michael P. Huseby
                                               ---------------------------------
                                               Name:  Michael P. Huseby
                                               Title: Vice President


                                        By: United of Oakland, Inc., its General
                                            Partner


                                            By: /s/ Michael P. Huseby
                                                --------------------------------
                                                Name:  Michael P. Huseby
                                                Title: Vice President


                                   COMMUNITY CABLE TELEVISION

                                   By:  TCI Cable Partners, Inc., its General
                                        Partner


                                        By: /s/ Michael P. Huseby
                                            ------------------------------------
                                            Name:  Michael P. Huseby
                                            Title: Vice President

<PAGE>

                                   By:  Tele-Communications of Colorado, Inc.,
                                        its General Partner


                                        By: /s/ Michael P. Huseby
                                            ------------------------------------
                                            Name:  Michael P. Huseby
                                            Title: Vice President


                                   UNITED CABLE TELEVISION CORPORATION
                                     OF MICHIGAN


                                   By:  /s/ Michael P. Huseby
                                        ----------------------------------------
                                        Name:  Michael P. Huseby
                                        Title: Vice President


                                   TCI ATLANTIC, INC.


                                   By:  /s/ Michael P. Huseby
                                        ----------------------------------------
                                        Name:  Michael P. Huseby
                                        Title: Vice President


                                   TCI TKR OF THE GULF PLAINS, INC.


                                   By:  /s/ Michael P. Huseby
                                        ----------------------------------------
                                        Name:  Michael P. Huseby
                                        Title: Vice President


                                   TCI OF DAYTON, INC.


                                   By:  /s/ Michael P. Huseby
                                        ----------------------------------------
                                        Name:  Michael P. Huseby
                                        Title: Vice President


                                   TCI CABLEVISION OF OHIO, INC.


                                   By:  /s/ Michael P. Huseby
                                        ----------------------------------------
                                        Name:  Michael P. Huseby
                                        Title: Vice President
<PAGE>


                                   MEDIAONE ENTERPRISES, INC.


                                   By:  /s/ Stephen E. Brilz
                                        ----------------------------------------
                                        Name:  Stephen E. Brilz
                                        Title: Assistant Secretary


                                   MEDIAONE OF EASTERN MICHIGAN, INC.


                                   By:  /s/ Stephen E. Brilz
                                        ----------------------------------------
                                        Name:  Stephen E. Brilz
                                        Title: Assistant Secretary


                                   MEDIAONE OF SOUTHEAST MICHIGAN, INC.


                                   By:  /s/ Stephen E. Brilz
                                        ----------------------------------------
                                        Name:  Stephen E. Brilz
                                        Title: Assistant Secretary


                                   MEDIAONE OF MICHIGAN, INC.


                                   By:  /s/ Stephen E. Brilz
                                        ----------------------------------------
                                        Name:  Stephen E. Brilz
                                        Title:    Assistant Secretary


                                   MEDIAONE OF METROPOLITAN DETROIT, INC.


                                   By:  /s/ Stephen E. Brilz
                                        ----------------------------------------
                                        Name:  Stephen E. Brilz
                                        Title:    Assistant Secretary

<PAGE>

                                   COMCAST CORPORATION


                                   By:  /s/ Robert S. Pick
                                        ----------------------------------------
                                        Name:  Robert S. Pick
                                        Title: Senior Vice President


                                   COMCAST CABLEVISION OF BROWARD
                                     COUNTY, INC.


                                   By:  /s/ Robert S. Pick
                                        ----------------------------------------
                                        Name:  Robert S. Pick
                                        Title: Senior Vice President


                                   COMCAST CABLEVISION OF HALLANDALE, INC.


                                   By:  /s/ Robert S. Pick
                                        ----------------------------------------
                                        Name:  Robert S. Pick
                                        Title: Senior Vice President


                                   COMCAST CABLEVISION OF SACRAMENTO

                                   By:  Comcast Cablevision of Sacramento, Inc.,
                                        its General Partner

                                        By: /s/ Robert S. Pick
                                            ------------------------------------
                                            Name:  Robert S. Pick
                                            Title: Senior Vice President


                                   COMCAST CABLEVISION OF THE SOUTH

                                   By:  COM South, Inc., its General Partner

                                        By: /s/ Robert S. Pick
                                            ------------------------------------
                                            Name:  Robert S. Pick
                                            Title: Senior Vice President

<PAGE>

                                   COMCAST CABLEVISION OF CHICAGO, INC.


                                   By:  /s/ Robert S. Pick
                                        ----------------------------------------
                                        Name:  Robert S. Pick
                                        Title: Senior Vice President


                                   COMCAST SCH HOLDINGS, INC.


                                   By:  /s/ Robert S. Pick
                                        ----------------------------------------
                                        Name:  Robert S. Pick
                                        Title: Senior Vice President


                                   COMCAST CABLEVISION OF
                                     WESTMORELAND, INC.


                                   By:  /s/ Robert S. Pick
                                        ----------------------------------------
                                        Name:  Robert S. Pick
                                        Title: Senior Vice President


<PAGE>

Exhibits:

Exhibit 7.9           -   Form of Programming Letter
Exhibit 9.2.2         -   Form of Bill of Sale and Assignment and Assumption
                          Agreement

Schedules:

Schedule 2.1.1        -   Systems to be Exchanged in the Swap
Schedule 2.3          -   System List
Schedule 3.1.1-A      -   Systems Other Than Appraised Systems
Schedule 3.1.1-B      -   Appraised Systems
Schedule 3.1.1-C      -   MediaOne Group Detroit System
Schedule 4.2          -   Exceptions to AT&T Excluded Assets
Schedule 4.4          -   Exceptions to Comcast Excluded Assets
Schedule 5.3          -   Comcast Conflicts and Required Consents
Schedule 5.4.1        -   Comcast Assets Information
Schedule 5.4.3        -   Other Cable Operations
Schedule 5.4.4(a)     -   Comcast Tangible Personal Property
Schedule 5.4.4(b)     -   Comcast Owned Property
Schedule 5.4.4(c)     -   Comcast Leased Property
Schedule 5.4.4(d)     -   Comcast Other Real Property Interests
Schedule 5.4.4(e)     -   Comcast Systems Franchises
Schedule 5.4.4(f)     -   Comcast Systems Licenses
Schedule 5.4.4(g)     -   Comcast Systems Contracts
Schedule 5.5.1        -   Information Relating to Comcast Systems Franchises,
                          Systems Licenses, Systems Contracts & Other Real
                          Property Interests
Schedule 5.5.2        -   Comcast Franchise Matters
Schedule 5.5.3        -   Comcast Contract Matters
Schedule 5.5.4        -   Comcast Systems Subject to Comcast System Options
Schedule 5.6          -   Comcast Real Property Information
Schedule 5.7          -   Comcast Environmental Matters
Schedule 5.8          -   Comcast Compliance with Legal Requirements
Schedule 5.9          -   Comcast Intellectual Property

<PAGE>

Schedule 5.11         -   Comcast Changes and Events
Schedule 5.12         -   Comcast Litigation
Schedule 5.13         -   Comcast Tax Information
Schedule 5.14         -   Comcast Employees; Employee Matters
Schedule 5.15         -   Comcast Systems Information
Schedule 5.16         -   Comcast Parties' Taxpayers Identification Numbers
Schedule 5.18         -   Comcast Related-Party Transactions
Schedule 5.20         -   Comcast Bonds
Schedule 6.3          -   AT&T Conflicts and Required Consents
Schedule 6.4.1        -   AT&T Assets Information
Schedule 6.4.3        -   Other Cable Operations
Schedule 6.4.4(a)     -   AT&T Tangible Personal Property
Schedule 6.4.4(b)     -   AT&T Owned Property
Schedule 6.4.4(c)     -   AT&T Leased Property
Schedule 6.4.4(d)     -   AT&T Other Real Property Interests
Schedule 6.4.4(e)     -   AT&T Systems Franchises
Schedule 6.4.4(f)     -   AT&T Systems Licenses
Schedule 6.4.4(g)     -   AT&T Systems Contracts
Schedule 6.5.1        -   Information Relating to AT&T Systems Franchises,
                          Systems Licenses, Systems Contracts & Other Real
                          Property Interests
Schedule 6.5.2        -   AT&T Franchise Matters
Schedule 6.5.3        -   AT&T Contract Matters
Schedule 6.5.4        -   AT&T Systems Subject to AT&T System Options
Schedule 6.6          -   AT&T Real Property Information
Schedule 6.7          -   AT&T Environmental Matters
Schedule 6.7.5        -   Connecticut and New Jersey Properties
Schedule 6.8          -   AT&T Compliance with Legal Requirements
Schedule 6.9          -   AT&T Intellectual Property
Schedule 6.11         -   AT&T Changes and Events
Schedule 6.12         -   AT&T Litigation
Schedule 6.13         -   AT&T Tax Information

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<PAGE>

Schedule 6.14         -   AT&T Employees; Employee Matters
Schedule 6.15         -   AT&T Systems Information
Schedule 6.16         -   AT&T Parties' Taxpayer Identification Numbers
Schedule 6.18         -   AT&T Related-Party Transactions
Schedule 6.20         -   AT&T Bonds
Schedule 7.2          -   Continuity and Maintenance of Operations; Certain
                          Deliveries and Notice
Schedule 7.2.17(a)    -   Comcast Systems Channel Alignment Changes
Schedule 7.2.17(b)    -   AT&T Systems Channel Alignment Changes
Schedule 7.3.9        -   Term Employees
Schedule 7.24         -   Terminated Affiliate Contracts



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