Exhibit 1
---------
[COMCAST LOGO]
Comcast Corporation
1500 Market Street
Philadelphia, PA
19102-2148
215.665.1700 Tel
215.981.7790 Fax
www.comcast.com
January 11, 2001
FAX AND FEDERAL EXPRESS
-----------------------
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Attention: Marilyn Wasser, Vice President - Law and
Corporate Secretary
Dear Marilyn:
Reference is hereby made to the letter agreement dated March 28, 200
among At Home Corporation, AT&T Corp., Comcast Corporation, Cox Communications,
Inc. and certain of their respective subsidiaries (the "Letter Agreement") and
the term sheets attached thereto as Annexes A, B and C (collectively, the "Term
Sheets"). Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Letter Agreement and Term Sheets.
Comcast hereby exercises the Put in accordance with the terms and
provisions of the Letter Agreement and Term Sheet Annex A.
Comcast is electing to have the purchase price under the Put paid in AT&T
Shares, the exact number of which will be calculated in accordance with the
terms of paragraph (b) of Term Sheet Annex A. To facilitate such an arrangement
in accordance with paragraph (c) of Term Sheet Annex A, Comcast hereby proposes
that it exchange its shares of Comcast PC Investments, Inc. which at the closing
of the Put will hold 31,253,180 Series A Shares, with AT&T for AT&T Shares in a
transaction intended to qualify as a tax-free reorganization under Section 368
of the Internal Revenue Code. Based on current market conditions, Comcast has
assumed that the purchase price under the Put will be $48 per share.
<PAGE>
AT&T Corp.
January 11, 2001
Page 2
Please feel free to call either the undersigned at (215) 981-7564 or
Robert Pick at (215) 981-7367 to discuss the arrangements for closing the
transaction described above as promptly as possible.
Very truly yours,
COMCAST CORPORATION
By: /s/ Arthur R. Block
---------------------------
Name: Arthur R. Block
Title: Senior Vice President
