Bresnan Broadband Holdings and Comcast Corporation Sign Definitive Transaction Agreement

Bresnan Broadband Holdings, LLC ("Bresnan") and Comcast Corporation ("Comcast") have entered into a definitive agreement for Comcast to transfer to Bresnan cable television systems serving 317,000 basic subscribers in Montana, Wyoming, Colorado and Utah ("Mountain States"), the companies said today. Comcast will receive approximately $525 million in cash plus preferred and common equity interests in Bresnan. In addition to Comcast, Bresnan's equity owners include Providence Equity Partners Inc., as the lead investor, Quadrangle Group LLC, TD Capital Communications Partners, and Bresnan management. Bresnan Communications, Inc. will manage the company which will operate locally as Bresnan Communications. Additional terms were not disclosed. The transaction is expected to close by March 31, 2003, subject to customary closing conditions.

The purchase involves 197 communities including systems serving: Billings, Bozeman, Helena, Great Falls, Kalispell and Missoula, Montana; Cheyenne, Casper, Laramie and Jackson, Wyoming; and Grand Junction, Canon City and Durango, Colorado. Bresnan plans to upgrade the systems and launch advanced services through a substantial capital investment plan.

"Bill Bresnan has a long and established track record in successfully operating non-urban cable systems," said Comcast President and Chief Executive Officer Brian L. Roberts. "These communities will be well served by him and his management team."

"We look forward to partnering with Comcast," said Bill Bresnan, president and chief executive officer of Bresnan Communications. "It is an excellent company operated by people of the highest integrity and we're proud to be affiliated with them. This well-funded partnership will allow us to aggressively upgrade our systems and accelerate the rollout of advanced video and high-speed data services to these communities. The Mountain States partnership represents a significant opportunity for growth. These systems have tremendous potential and will serve as a strong platform for future expansion."

"We look forward to continuing our ten-year relationship with Bill and partnering with the Bresnan team and Comcast in developing this well-clustered initial group of systems," said Jonathan Nelson, President of Providence Equity Partners.

About Comcast

Comcast Corporation (http://www.comcast.com) is principally involved in the development, management and operation of broadband cable networks, and in the provision of electronic commerce and programming content. The company is the largest cable company in the United States, serving approximately 21.4 million cable subscribers. The Company's commerce and content businesses include majority ownership of QVC, Comcast Spectacor, Comcast SportsNet, E! Entertainment Television, Style, The Golf Channel, Outdoor Life Network and G4. Comcast Class A common stock and Class A Special common stock trade on The NASDAQ Stock Market under the symbols CMCSA and CMCSK, respectively.

About Bresnan Communications

Bresnan Communications is a broadband communications provider founded by William J. Bresnan in 1984. An early leader in the introduction of advanced services, Bresnan has operated in the United States, Chile and Poland, at one point serving over a million customers worldwide. More information on Bresnan is available at http://www.bresnan.com

About Providence Equity Partners Inc.

Providence Equity Partners Inc. is one of the world's leading private investment firms specializing in equity investments in media and communications companies. The principals of Providence Equity manage funds with over $5.0 billion in equity commitments, including Providence Equity Partners IV, a $2.8 billion private equity fund, and have invested in more than 60 companies operating in over 20 countries since the firm's inception in 1991. Providence Equity's current and previous areas of investment include cable television content and distribution, wireless and wireline telephony, publishing, radio and television broadcasting and other media and communications sectors. Recently announced investments include Casema, the Dutch cable business formerly operated by France Telecom; eircom plc, the national fixed line telephone company of Ireland; and the pending acquisition of the remaining cable television assets of Deutsche Telekom AG. Visit http://www.provequity.com for additional information.

About Quadrangle Group LLC

Quadrangle Group LLC manages Quadrangle Capital Partners LP, a private equity fund that specializes in the media and communications industries. The firm also invests in financially troubled companies across industry groups through a separately managed distressed debt hedge fund investment program. Quadrangle Group was founded in March 2000 by four former Managing Directors of Lazard Freres & Co. LLC who have more than 60 years of combined experience in private equity and in media and communications.

About TD Capital Communications Partners

TD Capital Communications Partners is an investment group of TD Capital, the private equity arm of TD Securities. TD Capital Communications Partners targets compelling investment opportunities in the media, communications and business services sectors in the United States. TD Capital Communications Partners participates as a lead, co-lead or co-investor with equity commitments between $10 to $30 million, investing at all stages of development. For more information on TD Capital and its investment groups, go to http://www.tdcapital.com.