Common use of Employee Benefit Plans and Labor Matters Clause in Contracts

Employee Benefit Plans and Labor Matters. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, an AT&T Broadband Material Adverse Effect: (a) Section 6.18(a) of the AT&T Disclosure Schedule contains a true and complete list, as of the date hereof, of all Broadband Employee Plans and all Broadband Benefit Arrangements. Copies of each Broadband Employee Plan and Broadband Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto have been made available to Comcast as of the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband Employee Plan. (b) No "accumulated funding deficiency" (as defined in Section 412 of the Code) has been incurred with respect to any Broadband Employee Plan subject to such Section 412 of the Code, whether or not waived. No "reportable event" (within the meaning of Section 4043 of ERISA) for which the 30-day notice period has not been waived, and no event described in Section 4062 or 4063 of ERISA, has occurred in connection with any Broadband Employee Plan. Neither AT&T nor any ERISA Affiliate of AT&T has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is a Multiemployer Plan. (c) As of June 30, 2001, the fair market value of the assets of each Broadband Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations accrued under such Broadband Pension Plan calculated pursuant to SFAS No. 87, "Employers' Accounting for Pensions". As of September 30, 2001, the aggregate unfunded liability of AT&T and any AT&T Subsidiary in respect of all Broadband Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and a favorable determination letter is currently in effect for each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband Employee Plan would not be treated as qualified by the Internal Revenue Service. (f) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee that, individually or in the aggregate, could give rise to the payment of any amount by AT&T Broadband or any of the AT&T Broadband Subsidiaries that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (g) AT&T has made available to Comcast, as of the date hereof, a true and complete list and copies of each material Broadband International Plan, other than plans mandated by applicable law. (h) Each Broadband Employee Plan, Broadband Benefit Arrangement and Broadband International Plan has been maintained in compliance with its terms and with the requirements prescribed by all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification where such plan was intended to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authorities. (i) There has been no amendment to, written interpretation or announcement (whether or not written) by AT&T or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (k) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or any of the AT&T Broadband Subsidiaries is a party or otherwise covering any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. None of AT&T, AT&T Broadband nor any of the AT&T Broadband Subsidiaries is involved in, or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Group. To the knowledge of AT&T, there is no organizing effort or representation question at issue with respect to any collective bargaining unit of AT&T Broadband or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.

Employee Benefit Plans and Labor Matters. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, an AT&T Broadband Material Adverse Effect: (a) Section 6.18(a) SCHEDULE 3.1.19 of the AT&T Disclosure Schedule contains a true complete list of all employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one or more Plant Employee, sponsored or maintained by Seller. Seller has delivered to Purchaser accurate and complete list, as of the date hereof, of all Broadband Employee Plans and all Broadband Benefit Arrangements. Copies copies of each Broadband Employee Plan and Broadband Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto have been made available to Comcast as of the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband Employee Plansuch plan. (b) No With respect to any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred by Seller that remains unpaid or otherwise unsatisfied, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by Seller, which liability has not been paid or otherwise satisfied, (iii) no accumulated funding deficiency" (as defined in Section 412 of the Code) has been incurred with respect to any Broadband Employee Plan subject to such Section 412 of the Code, whether or not waived. No "reportable event" (, within the meaning of Section 4043 302 of ERISAERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "CODE") for which has been incurred, (iv) all contributions (including installments) to any plan required by Section 302 of ERISA and Section 412 of the 30-day notice period has not Code have been waivedtimely made, and no event described in liability has been incurred under Code Section 4062 or 4063 4971; (v) each such plan that is an employee welfare benefit plan under Section 3(1) of ERISA, has occurred in connection with any Broadband Employee Plan. Neither AT&T nor any ERISA Affiliate of AT&T has (i) engaged inis either unfunded, or is funded through an insurance contract and is not a successor "welfare benefit fund" within the meaning of Code Section 419; (vi) no plan has two or parent corporation to an entity that has engaged inmore contributing sponsors, a transaction described in Sections 4069 or 4212(c) at least two of whom are not under common control, with the meaning of ERISA Section 4063 or Code Section 413(c) (ii) incurreda "MULTIPLE EMPLOYER PLAN"), or reasonably expects to incur prior to and Seller at no time within the Effective Time, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is a Multiemployer Plan. (c) As of June 30, 2001, the fair market value of the assets of each Broadband Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations accrued under such Broadband Pension Plan calculated pursuant to SFAS No. 87, "Employers' Accounting for Pensions". As of September 30, 2001, the aggregate unfunded liability of AT&T and any AT&T Subsidiary in respect of all Broadband Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and a favorable determination letter is currently in effect for each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband Employee Plan would not be treated as qualified by the Internal Revenue Service. (f) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee that, individually or in the aggregate, could give rise to the payment of any amount by AT&T Broadband or any of the AT&T Broadband Subsidiaries that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (g) AT&T has made available to Comcast, as of six years before the date hereof, a true and complete list and copies of each material Broadband International Plan, other than plans mandated by applicable law. (h) Each Broadband Employee Plan, Broadband Benefit Arrangement and Broadband International Plan has contributed to or been maintained in compliance with its terms and with the requirements prescribed by all applicable laws, statutes, orders, rules and regulations (including any special provisions relating obligated to registration or qualification where such plan was intended to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authorities. (i) There has been no amendment to, written interpretation or announcement (whether or not written) by AT&T or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, will become entitled contribute to any bonusMultiple Employer Plan; (vii) Seller has not incurred any liabilities under Code Sections 4980B or 9801, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event)ET SEQ. (k) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or any of the AT&T Broadband Subsidiaries is a party or otherwise covering any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. None of AT&T, AT&T Broadband nor any of the AT&T Broadband Subsidiaries is involved in, or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Group. To the knowledge of AT&T, there is no organizing effort or representation question at issue with respect to any collective bargaining unit of AT&T Broadband or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.;

Employee Benefit Plans and Labor Matters. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, an AT&T Broadband Material Adverse Effect: (a) Section 6.18(a) of the AT&T Disclosure Schedule contains a true and complete list, as of the date hereof, of all Broadband Employee Plans and all Broadband Benefit Arrangements. Copies of each Broadband Employee Plan and Broadband Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto have been made available to Comcast as of the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband Employee Plan. (b) No "“accumulated funding deficiency" ” (as defined in Section 412 of the Code) has been incurred with respect to any Broadband Employee Plan subject to such Section 412 of the Code, whether or not waived. No "“reportable event" ” (within the meaning of Section 4043 of ERISA) for which the 30-day notice period has not been waived, and no event described in Section 4062 or 4063 of ERISA, has occurred in connection with any Broadband Employee Plan. Neither AT&T nor any ERISA Affiliate of AT&T has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is a Multiemployer Plan. (c) As of June 30, 2001, the fair market value of the assets of each Broadband Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations accrued under such Broadband Pension Plan calculated pursuant to SFAS No. 87, "“Employers' ’ Accounting for Pensions"”. As of September 30, 2001, the aggregate unfunded liability of AT&T and any AT&T Subsidiary in respect of all Broadband Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and a favorable determination letter is currently in effect for each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband Employee Plan would not be treated as qualified by the Internal Revenue Service. (f) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee that, individually or in the aggregate, could give rise to the payment of any amount by AT&T Broadband or any of the AT&T Broadband Subsidiaries that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (g) AT&T has made available to Comcast, as of the date hereof, a true and complete list and copies of each material Broadband International Plan, other than plans mandated by applicable law. (h) Each Broadband Employee Plan, Broadband Benefit Arrangement and Broadband International Plan has been maintained in compliance with its terms and with the requirements prescribed by all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification where such plan was intended to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authorities. (i) There has been no amendment to, written interpretation or announcement (whether or not written) by AT&T or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (k) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or any of the AT&T Broadband Subsidiaries is a party or otherwise covering any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. None of AT&T, AT&T Broadband nor any of the AT&T Broadband Subsidiaries is involved in, or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Group. To the knowledge of AT&T, there is no organizing effort or representation question at issue with respect to any collective bargaining unit of AT&T Broadband or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.

Employee Benefit Plans and Labor Matters. Except as have not had and would not be reasonably be expected to have, individually or in the aggregate, an AT&T Broadband a Comcast Material Adverse Effect: (a) Section 6.18(a) of the AT&T The Comcast Disclosure Schedule contains a true and complete list, as of the date hereof, of all Broadband Comcast Employee Plans and all Broadband Comcast Benefit Arrangements. Copies of each Broadband Comcast Employee Plan and Broadband each Comcast Benefit Arrangement Arrangements (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have been made available to Comcast MediaOne as of the date hereof or will be made available to MediaOne within thirty days after the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband Comcast Employee Plan. (b) No "accumulated funding deficiency," (as defined in Section 412 of the Code) , has been incurred with respect to any Broadband Comcast Employee Plan subject to such Section 412 of the Code412, whether or not waived. No "reportable event" (within the meaning of Section 4043 of ERISA) for which the 30-day notice period has not been waived, and no event described in Section 4062 or 4063 of ERISA, ERISA has occurred in connection with any Broadband Comcast Employee Plan. Neither AT&T Comcast nor any ERISA Affiliate of AT&T Comcast has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, Time (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, MediaOne or any of their respective ERISA 41 Affiliates after the Effective Time. No Broadband Employee Plan is If a "complete withdrawal" by Comcast and all of its ERISA Affiliates were to occur as of the Effective Time with respect to all Multiemployer PlanPlans, none of Comcast, any Comcast Subsidiary or any of their ERISA Affiliates would incur any withdrawal liability under Title IV of ERISA. (c) As of June 30December 31, 20011998, the fair market value of the assets of each Broadband Comcast Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations all benefits accrued under such Broadband Comcast Pension Plan calculated pursuant to SFAS No. 87, "Employers' Accounting for Pensions"determined on a termination basis using the assumptions established by the PBGC as in effect on such date. As of September 30December 31, 20011998, the aggregate unfunded liability of AT&T Comcast and any AT&T Comcast Subsidiary in respect of all Broadband Comcast Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million260,000,000. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Comcast Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and the subject of a favorable qualification determination letter is currently in effect for issued by the IRS and to Comcast's knowledge each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband Comcast Employee Plan would not be treated as qualified by the Internal Revenue Serviceis so qualified. (fe) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee employee or former employee of Comcast or any Comcast Subsidiary that, individually or in the aggregatecollectively, could give rise to the payment of any amount contingent on the transactions contemplated by AT&T Broadband or any of the AT&T Broadband Subsidiaries hereby that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (gf) AT&T Comcast has made available to Comcast, MediaOne as of the date hereof, or will make available to MediaOne within thirty days after the date hereof, a true and complete list and copies of each material Broadband Comcast International Plan. According to the actuarial assumptions and valuations most recently used for the purpose of funding each Comcast International Plan (or, other than plans mandated if the same has no such assumptions and valuations or is unfunded, according to actuarial assumptions and valuations in use by applicable lawthe PBGC on the date hereof), as of December 31, 1998 the total amount or value of the funds available under such Comcast International Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which Comcast or any Comcast Subsidiary has or would have after the Effective Time any obligation. From and after the Effective Time, MediaOne and its Affiliates will get the full benefit of any such funds, accruals or reserves. (g) As of December 31, 1998, the aggregate amount of the accumulated post-retirement benefit obligation under all Comcast Employee Plans, Comcast Benefit Arrangements and Comcast International Plans, as determined in accordance with the Statement of Financial Accounting Standards No. 106, did not exceed $50,000,000. (h) Each Broadband Comcast Employee Plan, Broadband Comcast Benefit Arrangement and Broadband Comcast International Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification plans where such plan Plan was intended so to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authoritiesregulatory authorities. (i) There has been no amendment to, written interpretation No employee or announcement (whether or not written) by AT&T former employee of Comcast or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, Comcast Subsidiary will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (kj) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or Neither Comcast nor any of the AT&T Broadband Comcast Subsidiaries is a party or otherwise covering to any employee of AT&T Broadband or any of the AT&T Broadband Subsidiariescollective bargaining agreement. None of AT&T, AT&T Broadband Neither Comcast nor any of the AT&T Broadband Comcast Subsidiaries is involved in, in or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Groupgrievance. To the knowledge of AT&TComcast, there is no organizing effort or representation question at issue with respect to any collective bargaining unit employee of AT&T Broadband Comcast or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Comcast Subsidiaries. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.

Employee Benefit Plans and Labor Matters. Except as have not had and would not be reasonably be expected to have, individually or in the aggregate, an AT&T Broadband Material Adverse Effect: (a) Section 6.18(a) of the AT&T Disclosure Schedule contains a true and complete listIf MediaOne requests, as of the date hereof, of all Broadband Employee Plans and all Broadband Benefit Arrangements. Copies copies of each Broadband AT&T Employee Plan and Broadband each AT&T Benefit Arrangement Arrangements (and, if applicable, related trust agreements) and all amendments thereto have been and written interpretations thereof will be made available to Comcast as of MediaOne within thirty days after the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband AT&T Employee Plan. (b) No "accumulated funding deficiency," (as defined in Section 412 of the Code) , has been incurred with respect to any Broadband AT&T Employee Plan subject to such Section 412 of the Code412, whether or not waived. No "reportable event" (within the meaning of Section 4043 of ERISA) for which the 30-day notice period has not been waived, and no event described in Section 4062 or 4063 of ERISA, ERISA has occurred in connection with any Broadband AT&T Employee Plan. Neither AT&T nor any ERISA Affiliate of AT&T has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, Time (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T BroadbandAT&T, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, MediaOne or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is If a "complete withdrawal" by AT&T and all of its ERISA Affiliates were to occur as of the Effective Time with respect to all Multiemployer PlanPlans, none of AT&T, any AT&T Subsidiary or any of their ERISA Affiliates would incur any withdrawal liability under Title IV of ERISA. (c) As of June 30December 31, 20011998, the fair market value of the assets of each Broadband AT&T Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations accrued under such Broadband AT&T Pension Plan calculated pursuant to SFAS No. 8784, "Employers' Accounting for Pensions". ." As of September 30December 31, 20011998, the aggregate unfunded liability of AT&T and any AT&T Subsidiary in respect of all Broadband AT&T Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 335 million. (d) Neither AT&T, Each AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and the subject of a favorable qualification determination letter is currently in effect for issued by the IRS and to AT&T's knowledge each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband AT&T Employee Plan would not be treated as qualified by the Internal Revenue Serviceis so qualified. (fe) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee employee or former employee of AT&T or any AT&T Subsidiary that, individually or in the aggregatecollectively, could give rise to the payment of any amount by AT&T Broadband or any of contingent on the AT&T Broadband Subsidiaries transactions contemplated hereby that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (gf) If MediaOne requests, AT&T has made will make available to ComcastMediaOne, as of within thirty days after the date hereof, a true and complete list and copies of each material Broadband AT&T International Plan. According to the actuarial assumptions and valuations most recently used for the purpose of funding each AT&T International Plan (or, other than plans mandated if the same has no such assumptions and valuations or is unfunded, according to actuarial assumptions and valuations in use by applicable lawthe PBGC on the date hereof), as of December 31, 1998 the total amount or value of the funds available under such AT&T International Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which AT&T or any AT&T Subsidiary has or would have after the Effective Time any obligation. From and after the Effective Time, MediaOne and its Affiliates will get the full benefit of any such funds, accruals or reserves. (g) As of December 31, 1998, the aggregate amount of the accumulated post-retirement benefit obligation under all AT&T Employee Plans, AT&T Benefit Arrangements and AT&T International Plans, as determined in accordance with the Statement of Financial Accounting Standards No. 106, did not exceed $5.2 billion. (h) Each Broadband AT&T Employee Plan, Broadband AT&T Benefit Arrangement and Broadband AT&T International Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification plans where such plan Plan was intended so to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authoritiesregulatory authorities. (i) There has been no amendment to, written interpretation No employee or announcement (whether or not written) by former employee of AT&T or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, Subsidiary will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (kj) Section 6.18(k) of the Neither AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or any of the AT&T Broadband Subsidiaries is a party or otherwise covering any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. None of AT&T, AT&T Broadband nor any of the AT&T Broadband Subsidiaries is involved in, in or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Group. To the knowledge of AT&T, there is no organizing effort or representation question at issue with respect to any collective bargaining unit of AT&T Broadband or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Subsidiariesgrievance. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.

Employee Benefit Plans and Labor Matters. Except as have not had and would not be reasonably be expected to have, individually or in the aggregate, an AT&T Broadband a Comcast Material Adverse Effect: (a) Section 6.18(a) of the AT&T The Comcast Disclosure Schedule contains a true and complete list, as of the date hereof, of all Broadband Comcast Employee Plans and all Broadband Comcast Benefit Arrangements. Copies of each Broadband Comcast Employee Plan and Broadband each Comcast Benefit Arrangement Arrangements (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have been made available to Comcast MediaOne as of the date hereof or will be made available to MediaOne within thirty days after the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband Comcast Employee Plan. (b) No "accumulated funding deficiency," (as defined in Section 412 of the Code) , has been incurred with respect to any Broadband Comcast Employee Plan subject to such Section 412 of the Code412, whether or not waived. No "reportable event" (within the meaning of Section 4043 of ERISA) for which the 30-day notice period has not been waived, and no event described in Section 4062 or 4063 of ERISA, ERISA has occurred in connection with any Broadband Comcast Employee Plan. Neither AT&T Comcast nor any ERISA Affiliate of AT&T Comcast has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, Time (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, MediaOne or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is If a "complete withdrawal" by Comcast and all of its ERISA Affiliates were to occur as of the Effective Time with respect to all Multiemployer PlanPlans, none of Comcast, any Comcast Subsidiary or any of their ERISA Affiliates would incur any withdrawal liability under Title IV of ERISA. (c) As of June 30December 31, 20011998, the fair market value of the assets of each Broadband Comcast Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations all benefits accrued under such Broadband Comcast Pension Plan calculated pursuant to SFAS No. 87, "Employers' Accounting for Pensions"determined on a termination basis using the assumptions established by the PBGC as in effect on such date. As of September 30December 31, 20011998, the aggregate unfunded liability of AT&T Comcast and any AT&T Comcast Subsidiary in respect of all Broadband Comcast Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million260,000,000. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Comcast Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and the subject of a favorable qualification determination letter is currently in effect for issued by the IRS and to Comcast's knowledge each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband Comcast Employee Plan would not be treated as qualified by the Internal Revenue Serviceis so qualified. (fe) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee employee or former employee of Comcast or any Comcast Subsidiary that, individually or in the aggregatecollectively, could give rise to the payment of any amount contingent on the transactions contemplated by AT&T Broadband or any of the AT&T Broadband Subsidiaries hereby that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (gf) AT&T Comcast has made available to Comcast, MediaOne as of the date hereof, or will make available to MediaOne within thirty days after the date hereof, a true and complete list and copies of each material Broadband Comcast International Plan. According to the actuarial assumptions and valuations most recently used for the purpose of funding each Comcast International Plan (or, other than plans mandated if the same has no such assumptions and valuations or is unfunded, according to actuarial assumptions and valuations in use by applicable lawthe PBGC on the date hereof), as of December 31, 1998 the total amount or value of the funds available under such Comcast International Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which Comcast or any Comcast Subsidiary has or would have after the Effective Time any obligation. From and after the Effective Time, MediaOne and its Affiliates will get the full benefit of any such funds, accruals or reserves. (g) As of December 31, 1998, the aggregate amount of the accumulated post-retirement benefit obligation under all Comcast Employee Plans, Comcast Benefit Arrangements and Comcast International Plans, as determined in accordance with the Statement of Financial Accounting Standards No. 106, did not exceed $50,000,000. (h) Each Broadband Comcast Employee Plan, Broadband Comcast Benefit Arrangement and Broadband Comcast International Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification plans where such plan Plan was intended so to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authoritiesregulatory authorities. (i) There has been no amendment to, written interpretation No employee or announcement (whether or not written) by AT&T former employee of Comcast or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, Comcast Subsidiary will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (kj) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or Neither Comcast nor any of the AT&T Broadband Comcast Subsidiaries is a party or otherwise covering to any employee of AT&T Broadband or any of the AT&T Broadband Subsidiariescollective bargaining agreement. None of AT&T, AT&T Broadband Neither Comcast nor any of the AT&T Broadband Comcast Subsidiaries is involved in, in or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Groupgrievance. To the knowledge of AT&TComcast, there is no organizing effort or representation question at issue with respect to any collective bargaining unit employee of AT&T Broadband Comcast or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Comcast Subsidiaries. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.

Employee Benefit Plans and Labor Matters. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, an AT&T Broadband Material Adverse Effect: (a) Section 6.18(a) of the AT&T Disclosure Schedule contains a true and complete list, as of the date hereof, of all Broadband Employee Plans and all Broadband Benefit Arrangements. Copies of each Broadband Employee Plan and Broadband Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto have been made available to Comcast as of the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband Employee Plan. (b) No "accumulated funding deficiency" (as defined in Section 412 of the Code) has been incurred with respect to any Broadband Employee Plan subject to such Section 412 of the Code, whether or not waived. No "reportable event" (within the meaning of Section 4043 of ERISA) for which the 30-day notice period has not been waived, and no event described in Section 4062 or 4063 of ERISA, has occurred in connection with any Broadband Employee Plan. Neither AT&T nor any ERISA Affiliate of AT&T has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is a Multiemployer Plan. (c) As of June 30, 2001, the fair market value of the assets of each Broadband Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations accrued under such Broadband Pension Plan calculated pursuant to SFAS No. 87, "Employers' Accounting for Pensions". As of September 30, 2001, the aggregate unfunded liability of AT&T and any AT&T Subsidiary in respect of all Broadband Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and a favorable determination letter is currently in effect for each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband Employee Plan would not be treated as qualified by the Internal Revenue Service. (f) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee that, individually or in the aggregate, could give rise to the payment of any amount by AT&T Broadband or any of the AT&T Broadband Subsidiaries that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (g) AT&T has made available to Comcast, as of the date hereof, a true and complete list and copies of each material Broadband International Plan, other than plans mandated by applicable law. (h) Each Broadband Employee Plan, Broadband Benefit Arrangement and Broadband International Plan has been maintained in compliance with its terms and with the requirements prescribed by all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification where such plan was intended to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authorities. (i) There has been no amendment to, written interpretation or announcement (whether or not written) by AT&T or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal Fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (k) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or any of the AT&T Broadband Subsidiaries is a party or otherwise covering any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. None of AT&T, AT&T Broadband nor any of the AT&T Broadband Subsidiaries is involved in, or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Group. To the knowledge of AT&T, there is no organizing effort or representation question at issue with respect to any collective bargaining unit of AT&T Broadband or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries Fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.

Employee Benefit Plans and Labor Matters. The Company has entered into, and is not otherwise a party (either directly or indirectly) to, any deferred compensation plans, profit sharing plans, pension plans, insurance plans, employee bonus compensation plans, or any other employee benefit plans, or to any collective bargaining agreement except those shown on Exhibit Q. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, an AT&T Broadband Material Adverse Effectdisclosed on Exhibit Q: (ai) each benefit plan, and the administration thereof, complies, and has at all times complied, with the requirements of all applicable law, including ERISA and the Code, and each benefit plan intended to qualify under Section 6.18(a401(a) of the AT&T Disclosure Schedule contains Code has at all times since its adoption been so qualified, and each trust which forms a true and complete list, as part of any such plan has at all times since its adoption been tax-exempt under Section 501(a) of the date hereof, of all Broadband Employee Plans and all Broadband Benefit Arrangements. Copies of each Broadband Employee Plan and Broadband Benefit Arrangement (and, if applicable, related trust agreementsCode; ii) and all amendments thereto have been made available to Comcast as of the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with no benefit plan has incurred any Broadband Employee Plan. (b) No "accumulated funding deficiency" (as defined in within the meaning of Section 302 of ERISA or Section 412 of the Code; iii) no direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or MWFA under Title IV of ERISA to any party with respect to any Broadband Employee Plan benefit plan, or with respect to any other plan presently or heretofore maintained or contributed to by any ERISA affiliate; iv) the "amount of unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA does not exceed zero with respect to any benefit plan subject to such Section 412 Title IV of the Code, whether or not waived. No ERISA; v) no "reportable event" (within the meaning of Section 4043 of ERISA) for which has occurred with respect to any benefit plan or any plan maintained by an ERISA affiliate since the 30-day notice period has not been waived, and effective date of said Section 4043; vi) no event described in benefit plan is a multi employer plan within the meaning of Section 4062 or 4063 3(37) of ERISA; vii) neither the Company, has occurred in connection with any Broadband Employee Plan. Neither AT&T MWFA, nor any ERISA Affiliate affiliate has incurred any liability for any tax imposed under Section 4971 through 4980B of AT&T the Code or civil liability under Section 502(i) or (l) of ERISA; viii) no benefit under any benefit plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; ix) no tax has been incurred under Section 511 of the Code with respect to any benefit plan (ior trust or other funding vehicle pursuant thereto); x) engaged inno benefit plan provides health or death benefit coverage beyond the termination of an employee's employment, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) except as required by Part 6 of Subtitle B of Title I of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Parent, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is a Multiemployer Plan. (c) As of June 30, 2001, the fair market value of the assets of each Broadband Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations accrued under such Broadband Pension Plan calculated pursuant to SFAS No. 87, "Employers' Accounting for Pensions". As of September 30, 2001, the aggregate unfunded liability of AT&T and any AT&T Subsidiary in respect of all Broadband Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and a favorable determination letter is currently in effect for each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband Employee Plan would not be treated as qualified by the Internal Revenue Service. (f) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee that, individually or in the aggregate, could give rise to the payment of any amount by AT&T Broadband or any state laws requiring continuation of the AT&T Broadband Subsidiaries that would not be deductible pursuant to the terms benefits coverage following termination of Sections 162(memployment; xi) no suit, actions or 280G of the Code. other litigation (g) AT&T has made available to Comcast, as of the date hereof, a true and complete list and copies of each material Broadband International Plan, other than plans mandated by applicable law. (h) Each Broadband Employee Plan, Broadband Benefit Arrangement and Broadband International Plan has been maintained in compliance with its terms and with the requirements prescribed by all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification where such plan was intended to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authorities. (i) There has been no amendment to, written interpretation or announcement (whether or not written) by AT&T or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (k) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or any of the AT&T Broadband Subsidiaries is a party or otherwise covering any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. None of AT&T, AT&T Broadband nor any of the AT&T Broadband Subsidiaries is involved in, or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Group. To the knowledge of AT&T, there is no organizing effort or representation question at issue with respect to any collective bargaining unit of AT&T Broadband or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband Subsidiaries. (l) There are no pending or threatened claims (other than excluding claims for benefits incurred in the ordinary course), lawsuits or arbitrations that course of plan activities) have been asserted or instituted, andbrought or, to the knowledge of AT&TSellers, no set of circumstances exists that may reasonably give rise to a claim threatened against or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto any benefit plan and there are not facts or the assets of any of the trusts thereunder, circumstances known to Sellers that could reasonably be expected to result give rise to any such suit, action or other litigation; and xii) all contributions to benefit plans that were required to be made under such benefit plans have been made, and all benefits accrued under any unfunded benefit plan have been paid, accrued or otherwise adequately reserved in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGCaccordance with GAAP, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other PersonCompany and MWFA have performed all material obligations required to be performed under all benefit plans.

Employee Benefit Plans and Labor Matters. Except as have not had and would not be reasonably be expected to have, individually or in the aggregate, an AT&T Broadband a MediaOne Material Adverse Effect: (a) Section 6.18(a) of the AT&T The MediaOne Disclosure Schedule contains a true and complete list, as of the date hereof, of all Broadband MediaOne Employee Plans and all Broadband MediaOne Benefit Arrangements. Copies of each Broadband MediaOne Employee Plan and Broadband each MediaOne Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have been made available to Comcast AT&T as of the date hereof or will have been made available to AT&T within thirty days after the date hereof, together with the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) and the most recent actuarial valuation report prepared in connection with any Broadband MediaOne Employee Plan. (b) No "accumulated funding deficiency," (as defined in Section 412 of the Code) , has been incurred with respect to any Broadband MediaOne Employee Plan subject to such Section 412 of the Code412, whether or not waived. No "reportable event" (within the meaning of Section 4043 of ERISA) for which the 30-day notice period has not been waived, and no event described in Section 4062 or 4063 of ERISA, ERISA has occurred in connection with any Broadband MediaOne Employee Plan. Neither AT&T MediaOne nor any ERISA Affiliate of AT&T MediaOne has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Effective Time, Time (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of ParentMediaOne, any MediaOne Subsidiary, AT&T Broadband, any AT&T Broadband Subsidiary, Comcast, any Comcast Subsidiary, or any of their respective ERISA Affiliates after the Effective Time. No Broadband Employee Plan is If a "complete withdrawal" by MediaOne and all of its ERISA Affiliates were to occur as of the Effective Time with respect to all Multiemployer PlanPlans, none of MediaOne, any MediaOne Subsidiary or any of their ERISA Affiliates would incur any withdrawal liability under Title IV of ERISA. (c) As of June 30December 31, 20011998, the fair market value of the assets of each Broadband MediaOne Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of the pension benefit obligations all benefits accrued under such Broadband MediaOne Pension Plan calculated pursuant to SFAS No. 87, "Employers' Accounting for Pensions"determined on a termination basis using the assumptions established by the PBGC as in effect on such date. As of September 30December 31, 20011998, the aggregate unfunded liability of AT&T MediaOne and any AT&T MediaOne Subsidiary in respect of all Broadband MediaOne Deferred Compensation Plans, computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, did not exceed $132 million53,000,000. (d) Neither AT&T, AT&T Broadband nor any AT&T Broadband Subsidiary has any liability with respect of post-retirement health, medical or life insurance benefits for retired, former or current Broadband Employees except as to required to avoid excise tax under Section 4980B of the Code. (e) Each Broadband MediaOne Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and the subject of a favorable qualification determination letter is currently in effect for issued by the IRS and to MediaOne's knowledge each such Broadband Employee Plan. To the knowledge of AT&T, no fact or circumstance exists giving rise to a material likelihood that such Broadband MediaOne Employee Plan would not be treated as qualified by the Internal Revenue Serviceis so qualified. (fe) There is no contract, plan or arrangement (written or otherwise) covering any Broadband Employee employee or former employee of MediaOne or any MediaOne Subsidiary that, individually or in the aggregatecollectively, could give rise to the payment of any amount by AT&T Broadband or any of the AT&T Broadband Subsidiaries that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (gf) AT&T MediaOne has made available to Comcast, AT&T as of the date hereof, or will have made available to AT&T within thirty days after the date hereof, a true and complete list and copies of each material Broadband MediaOne International Plan. According to the actuarial assumptions and valuations most recently used for the purpose of funding each MediaOne International Plan (or, other than plans mandated if the same has no such assumptions and valuations or is unfunded, according to actuarial assumptions and valuations in use by applicable lawthe PBGC on the date hereof), as of December 31, 1998 the total amount or value of the funds available under such MediaOne International Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which MediaOne or any MediaOne Subsidiary has or would have after the Effective Time any obligation. From and after the Effective Time, AT&T and its Affiliates will get the full benefit of any such funds, accruals or reserves for the benefit of covered employees. (g) As of December 31, 1998, the aggregate amount of the accumulated post-retirement benefit obligation under all MediaOne Employee Plans, MediaOne Benefit Arrangements and MediaOne International Plans, as determined in accordance with Statement of Financial Accounting Standards No. 106, did not exceed $25,000,000. (h) Each Broadband MediaOne Employee Plan, Broadband MediaOne Benefit Arrangement and Broadband MediaOne International Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable laws, statutes, orders, rules and regulations (including any special provisions relating to registration or qualification where such plan Plan was intended so to be so registered or qualified) and has been maintained in good standing with applicable Governmental Authoritiesregulatory authorities. (i) There has been no amendment to, written interpretation No employee or announcement (whether or not written) by AT&T former employee of MediaOne or any of its Affiliates relating to, or change in employee participation coverage under, a Broadband Employee Plan, Broadband Benefit Arrangement or Broadband International Plan which would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2000. (j) No Broadband Employee, former Broadband Employee or independent contractor of AT&T Broadband or any of the AT&T Broadband Subsidiaries, MediaOne Subsidiary will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby (either alone or together with any other event). (kj) Section 6.18(k) of the AT&T Disclosure Schedule sets forth a list of all collective bargaining agreements to which AT&T Broadband or Neither MediaOne nor any of the AT&T Broadband MediaOne Subsidiaries is a party or otherwise covering to any employee of AT&T Broadband or any of the AT&T Broadband Subsidiariescollective bargaining agreement. None of AT&T, AT&T Broadband Neither MediaOne nor any of the AT&T Broadband MediaOne Subsidiaries is involved in, in or to the knowledge of AT&T, threatened with any labor dispute, work stoppage, labor strike, slowdown or grievance relating to the AT&T Broadband Groupgrievance. To the knowledge of AT&TMediaOne, there is no organizing effort or representation question at issue with respect to any collective bargaining unit employee of AT&T Broadband MediaOne or any of the AT&T Broadband Subsidiaries or any employee of AT&T Broadband or any of the AT&T Broadband MediaOne Subsidiaries. (l) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of AT&T, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any fiduciaries thereof with respect to their duties thereto or the assets of any of the trusts thereunder, that could reasonably be expected to result in any material liability of AT&T or any of the AT&T Subsidiaries to the PBGC, the United States Department of Treasury, the United States Department of Labor, any foreign governmental authority, any Multiemployer Plan, any of the Broadband Benefit Arrangements, the Broadband Employee Plans and the Broadband International Plans, any participant therein, or any other Person.