WHEREAS, AT&T Corporation is duly authorized to operate and maintain a cable communications system in Sunnyvale, California, by the City of Sunnyvale pursuant to a franchise granted by the City Council; and

WHEREAS, pursuant to the Agreement and Plan of Merger dated as of December 19, 2001, among and between (1) AT&T Corporation, (2) Comcast Corporation, (3) AT&T Comcast Corporation (a newly-formed entity), (4) AT&T Broadband Corporation (a newly-formed, wholly-owned subsidiary of AT&T Corporation), (5) AT&T Broadband Acquisition Company (a newly-formed, wholly-owned subsidiary of AT&T Comcast Corporation), and (6) Comcast Acquisition Company (a newly-formed, wholly-owned subsidiary of AT&T Comcast Corporation), a series of transactions will take place by which AT&T Corporation will be merged into AT&T Comcast Corporation, with AT&T Comcast Corporation being the surviving corporation in the merger, and AT&T Comcast Corporation will be a wholly-owned subsidiary of Comcast Corporation,

WHEREAS, AT&T Comcast Corporation will hold the franchise after consummation of the restructuring and merger;

WHEREAS, FCC Form 394 (Transfer of Control Application) with respect to the restructuring and merger has been filed with the City; and

WHEREAS, the parties have requested consent by the City Council to the restructuring and merger pursuant to Section XXII of the franchise agreement; and

WHEREAS, on March 22, 2002, the City requested information from AT&T regarding the structure of the proposed transaction and its possible effect on cable subscribers; and

WHEREAS, AT&T responded to the information request on April 3, 2002; and

WHEREAS, there are certain non-compliance issues identified in a Periodic Review completed in 2000 and listed in a Final Report dated March 19, 2001 including, but not limited to, franchise fees and California Public Utilities Commission and City Code violations, that are still not resolved;

WHEREAS, it appears that the proposed transaction may result in a decrease in the quality of service because of, among other reasons, uncertainty regarding the level of commitment to continue to maintain service level standards pursuant to the Franchise Agreement and the financial stability of Transferee; and

WHEREAS, the City is willing to approve the Transfer of Control request but only if the non-compliance issues are first resolved;

WHEREAS, the City is unable to make a favorable finding as to whether at the time of transfer AT&T is in compliance with the terms, conditions and requirements of the Franchise and what conditions and assurances shall be imposed on the proposed Transferee in order to guarantee that such non-compliance issues will be remedied within a reasonable time; and

WHEREAS, the City further finds that approval of the Transfer of Control Request is not in the public interest under the circumstances and that the requirements under applicable federal law and the Franchise Agreement would not be satisfied by the proposed transaction.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SUNNYVALE THAT:

1. For reasons set forth above, the Transfer of Control Request is denied, without prejudice to any party to refile for approval of this transaction or a similar transaction.

2. Should AT&T or Comcast wish to further discuss the terms and conditions for approval of the transaction with City staff, staff is authorized to undertake those discussions.

Adopted by the City Council at a regular meeting held on_____________, 2002, by the following vote:

(SEAL)