PROGRAM AGREEMENT between COMCAST CORPORATION and JPMORGAN CHASE BANK, relating to the STOCK OPTION LIQUIDITY PROGRAM OF COMCAST CORPORATION dated as of October 4, 2004

Not later than 5:00 p.m. (New York time) on the sixth calendar day following the last day of the Election Period (the “Final Report Date”), the Company shall transmit or cause to be transmitted by Mellon to the Bank by electronic mail to the addresses listed on Annex A hereto, a tabulation (the “Final Tabulation Report”) in the Tabulation Format setting forth as of such time the number of options of each Series irrevocably submitted to the Option Liquidity Program at or prior to the Election Deadline (“Participating Options”). Upon receipt of the Final Tabulation Report, the Bank shall promptly acknowledge its receipt of the Final Tabulation Report by signing and delivering to the Company the cross-receipt set forth as Exhibit D hereto.

(a) No later than 6:00 p.m. (New York time) on the last Available Trading Day of the Averaging Period, the Bank shall calculate in good faith, in consultation with the Company, the Average Closing Prices for each class of Common Stock and transmit such calculation to the Company by electronic mail to the addresses listed on Annex B in the Price Report Format set forth as Exhibit E–2 (the “Average Closing Price Report”). The Bank shall, not later than the Business Day following receipt of a written request by the Company, provide the Company with a written explanation of the basis for any calculation made hereunder. Absent manifest error, the Bank’s calculation of the Average Closing Price, as communicated in the Average Closing Price Report, shall be final and binding on the Bank and the Company for all purposes of the Option Liquidity Program.

The Company acknowledges and agrees that, effective as of the Closing Date, the JPMorgan Options and, upon execution thereof, the Confirmation, shall be valid, binding and enforceable obligations of the Company to the Bank, without any further action or the execution of any further documents or agreements.

If at any time during the period from and including the first day of the Averaging Period, to and including the last day of the Averaging Period, an ex-dividend date for any dividend occurs with respect to the Shares of a class of Common Stock (an “Ex-Dividend Date”), the Company shall pay to the Bank, on the day on which such dividend is paid or to be paid by the Company, an amount in United States Dollars equal to the product of (i) the value of such dividend paid or to be paid with respect to one such Share times (ii) the product of the number of Participating Options for the relevant class of Common Stock times (iii) a percentage (in no event greater than 100%) provided by the Bank reflecting its delta hedge position on such date; provided that in lieu of such payment, the parties may agree in good faith to an adjustment or other method of compensating the Bank in respect of such dividend.

The parties hereto further acknowledge that in addition to the hedging activities described in clause (a) above, JPMorgan Entities may be active in the market for Shares other than in connection with these hedging activities in relation to the Stock Option Liquidity Program. JPMorgan Entities will make their own determination as to whether, when or in what manner any of these market activities will be conducted, but in no event shall these transactions involve offers or sales of Shares under the Registration Statement.

If the Company becomes aware of any errors in the number of Participating Options reported to the Bank on the Final Tabulation Report, the Company and the Bank will enter into good faith negotiations with a view to entering, subject to any applicable laws, into mutually acceptable documentation which would be expected to reflect the accurate number of the Participating Options and make appropriate adjustments between the Bank and the Company in respect of either reduction or increase in the number of the Participating Options; provided, however, that if the Company and the Bank are unable to agree on, and enter into, mutually acceptable documentation after such good faith negotiations, no amendment shall be made to the Final Tabulation Report.

Notwithstanding any provision hereof to the contrary, in no event shall the number of Participating Options in the Final Tabulation Report exceed the number of Participating Options for which the relevant class of Common Stock underlying such options has been registered pursuant to the Registration Statement.

The Company agrees that it shall, promptly upon delivery of an Election Period Extension Notice, use its reasonable best efforts to remedy the Election Period Extension Event, including by making all necessary Filings (including without limitation on Form 8-K under the Exchange Act) to cause the Election Period Extension Event to terminate. In addition, the Company agrees that it shall promptly inform Participating Holders that an Election Period Extension Event has occurred and the extension of the Election Period.

If at any time prior to the Election Deadline, the Company requests that the Bank agree to an extension of the Election Deadline for any reason (other than the occurrence of an Election Period Extension Event), the Bank shall consider such request in good faith and shall not unreasonably withhold its consent to such extension; provided that the Election Period shall not be extended beyond November 18, 2004.

The obligations of the Bank to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived in writing:

     (i) no Stock Option Liquidity Program Disruption Event shall have occurred and be continuing on the Closing Date;

     (ii) the Company shall have entered into and performed in all material respects its obligations under any Transaction Agreement to which it is a party or is intended to be a party, which are required to be entered into or performed on or prior to the Closing Date, except for the failure of the Company to perform any obligations it may have under Section 5(e) of the Registration Agreement before the Company discovers or becomes aware of the occurrence of any event or the existence of any condition described in Section 5(e) of the Registration Agreement;

     (iii) no Transaction Agreement shall have been terminated;

     (iv) the representations and warranties by the Company in this Agreement shall be accurate in all material respects at and as of the Closing Date as if made at and as of such date; and

     (v) no action is taken, or any approval withheld, by any Governmental Authority of competent jurisdiction that would, directly or indirectly, prevent or make it illegal for the JPMorgan Entities to conduct the market transactions described in Section 6(a) herein.

The obligations of the Company to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived in writing:

     (i) no Stock Option Liquidity Program Disruption Event shall have occurred and be continuing on the Closing Date;

     (ii) the Bank shall have entered into and performed in all material respects its obligations under any Transaction Agreement to which it is a party or is intended to be a party, which are required to be entered into or performed on or prior to the Closing Date;

     (iii) the Bank shall have paid to the Company the Aggregate Cash Payment as set forth in Section 5 hereof;

     (iv) no Transaction Agreement shall have been terminated; and

     (v) the representations and warranties by the Bank in this Agreement shall be accurate in all material respects at and as of the Closing Date as if made at and as of such date.

     (i) by mutual written agreement of the Bank and the Company;

     (ii) by either party if an Averaging Period Deficiency occurs;

     (iii) by either party at any time after February 28, 2005, if, as of such time, the Closing has not occurred;

     (iv) by the Bank pursuant to Section 13;

     (v) by the Company during the Election Period, if any event or events occur that have resulted or may result, in the Company’s reasonable judgment, in a material impairment of the contemplated objectives of the Option Liquidity Program or other strategic objectives of the Company; or

     (vi) by the Bank if the Election Period does not end on or prior to November 18, 2004.

If this Agreement is terminated as permitted by this Section, this Agreement shall be void and the parties hereto shall cease to have any obligations to one another under this Agreement except as provided in this Section. The provisions of Sections 1, 10, 18, 19, 20, 21, 22, 23, 24 and 25 of this Agreement shall survive any termination hereof pursuant to Section 10(a).

The parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Option Liquidity Program as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Persons all documentation and to effect all necessary Filings, and (ii) obtaining and maintaining all Consents required to be obtained from any Governmental Authority or other third party, in each case, that are necessary, proper or advisable to consummate the Option Liquidity Program.

Each of the Bank and the Company shall, in connection with the efforts referenced in clause (a) to obtain all required Consents for the consummation of the Option Liquidity Program, use its reasonable best efforts, subject to applicable Law, to (i)

cooperate in all respects with the other party hereto in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a third party (including sharing copies of any such filings or submissions reasonably in advance of the filing or submission thereof); (ii) keep each of the other parties hereto informed of any communication received by any such party from, or, given by such party to any Governmental Authority, and of any communication received or given in connection with any proceeding by a third party, in each case regarding the Option Liquidity Program; and (iii) permit each of the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the Commission or any other Governmental Authority or, in connection with any proceeding by a third party, with any other Person, and to the extent requested by the Bank or the Company, and permitted by the Commission or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences.

In furtherance and not in limitation of the covenants of the parties contained in clauses (a) and (b), if any objections are asserted with respect to the Option Liquidity Program, or if any suit is instituted (or threatened to be instituted) by the Commission or any other Governmental Authority challenging the Option Liquidity Program, or that would otherwise prohibit or materially impair or materially delay the Option Liquidity Program, each of the Bank and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Option Liquidity Program.

In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Person challenging the Option Liquidity Program, each of the Bank and the Company shall cooperate in all respects with each other and use its respective, reasonable best efforts to defend contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Option Liquidity Program.

Each of the Bank and the Company acknowledge and agree that after the Election Deadline, it shall use its reasonable best efforts not to do anything or omit to do anything on or prior to the later of (x) the Closing Date and (y) the last Make-up Day, that would cause (i) a Registration Unavailability Event, or (ii) a Stock Option Liquidity Program Disruption Event.

Promptly upon the occurrence of a Registration Unavailability Event, (x) the Company shall deliver an Unavailability Notice to the Bank and (y) the Company agrees that it shall inform Participating Holders promptly after the end of the Averaging Period, as to which Trading Days were not counted as Available Trading Days.

If on any Trading Day in the Averaging Period, the Company has not delivered an Unavailability Notice to the Bank, and the Bank receives an Outside Counsel Notification, the Bank shall deliver a Bank Unavailability Notice to the Company in the manner set forth in Section 25.

The parties agree that (x) as promptly as practicable after the execution of this Agreement, the Bank shall provide the pricing grid in respect of the Transactions (such pricing grid to set forth the cash amount to be paid by the Bank to the Company for each Tranche of JPMorgan Options set forth on Schedule A of the Confirmation for the range of Average Closing Prices between $10 and $50, inclusive, for each class of Common Stock) to the Company and (y) the Bank and the Company shall in good faith and expeditiously negotiate any disagreements between them as to the pricing set forth therein. If the parties reach an agreement as to such pricing grid, the pricing grid as so agreed shall be transmitted to the Company pursuant to the procedures agreed upon by the parties as set forth in Exhibit G attached hereto and shall be deemed the “Pricing Grid”, and such pricing grid shall govern in the event that there is any discrepancy with any additional pricing grid generated for the processing convenience of the Company and/or Mellon. If the parties do not reach such agreement prior to October 8, 2004, then this Agreement shall be deemed terminated and such termination shall be deemed to have been made pursuant to Section 10(a)(vi).

reserve and keep available sufficient Shares to deliver upon exercise by the Bank of the JPMorgan Options; and

(x) conduct the Option Liquidity Program in all material respects in conformance with the terms thereof set forth in the Notice of Option Liquidity Program and Election Form and (y) except as permitted in Section 13, not amend, modify, terminate or withdraw the Option Liquidity Program, Notice of Option Liquidity Program or Election Form or any provision thereof or waive any provision of the Notice of Option Liquidity Program or Election Form without the prior written consent of the Bank, other than such amendments, modifications, terminations or withdrawals that would not reasonably be expected to affect the Bank or any of its affiliates in any manner or result in any liability to the Bank.

the Company has taken all necessary corporate action to authorize each of the Transaction Documents and the consummation of the Transactions;

each of the Transaction Agreements has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, except as may be limited by applicable bankruptcy, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles, and except as rights of indemnity or contribution may be limited by applicable law;

(i) not later than the first day of the Election Period, the Company shall duly file with the Commission a Statement on Schedule TO (the “Statement”) pursuant to Rule 13e-4 promulgated by the Commission under the Exchange Act, a copy of which Statement (including the documents required to be filed as exhibits thereto) in the form in which it is to be so filed has been furnished to the Bank; (ii) the Statement as so filed and as amended from time to time shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, except to the extent described in the No-Action Letters; and (iii) neither the Statement as filed or as amended from time to time nor any other Transaction Disclosure Material as filed or as amended or supplemented from time to time shall contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that the Company makes no representation or warranty with respect to any statement contained in, or any omission from, any Transaction Disclosure Material based upon information furnished in writing by the Bank to the Company expressly for use therein;

the consummation of the Option Liquidity Program, the issuance by the Company of the shares of the relevant class of Common Stock to be issued upon exercise of the JPMorgan Options (the “Option Shares”) and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and except to the extent described in the No-Action Letters;

no Consent or other action of, or Filing with, any Governmental Authority is required in connection with the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements, except for the filing with the Commission of the Statement, the filing of the Registration Statement, the registration of the Option Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program;

the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except in the case of this clause (i) for such breaches, violations, defaults, liens, charges or encumbrances which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and which would not result in any liability to the Bank or (ii) result in any violation of the provisions of the charter or by-laws of the Company;

the Shares issuable upon the exercise of the JPMorgan Options have been duly authorized by the Company and validly reserved for issuance and, at the time of delivery to the Bank, such Shares will be issued and delivered in accordance with the provisions of this Agreement and will be validly issued, fully paid and non-assessable; and

the Company has no knowledge of any material fact or information concerning the Company or any of its subsidiaries, or the operations, assets, condition, financial or otherwise, or prospects of the Company or any of its subsidiaries, or any Eligible Options that is required to be made generally available to the public or to the holders of Participating Options and that has not been, or is not being, or will not be, made generally available to the public prior to the Election Deadline through the Transaction Disclosure Materials or otherwise.

the Bank has taken all necessary corporate action to authorize each of the Transaction Agreements and the consummation of the Transactions;

each of the Transaction Agreements has been duly authorized, executed and delivered by the Bank and constitutes a valid and legally binding agreement of the Bank

except as may be limited by applicable bankruptcy, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles;

the execution and delivery of the Transaction Agreements and the execution, delivery and performance by the Bank of its obligations under the Transaction Agreements will not result in the violation of any Law, and no Consent or other action of, or Filing with any Governmental Authority is required in connection therewith, except for such Consents, other actions or Filings which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program; and

the execution and delivery of the Transaction Agreements and the consummation of the transactions contemplated thereby do not conflict with, result in a breach of or constitute a default under, (i) the charter or by-laws of the Bank or (ii) any agreement, plan or instrument affecting the Bank or to which the Bank or any of its subsidiaries or affiliates is a party or by which any of them or any of their respective properties or assets is or may be bound, except in the case of this clause (ii) for such breaches, or defaults which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program.

     (i) the Company has taken all necessary corporate action to authorize each of the Transaction Documents and the consummation of the Transactions;

     (ii) each of the Transaction Agreements has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as may be limited by applicable bankruptcy, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles, and except as rights to indemnity or contribution may be limited by applicable law;

     (iii) the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under this Agreement and the Confirmation will not, to the knowledge of such counsel, result in the violation of any applicable United States or Pennsylvania law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority except for such violations that would not be expected to materially and adversely affect or delay the Option Liquidity Program and except to the extent described in the No-Action Letters;

     (iv) except as described in the Notice of Option Liquidity Program, no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required to be

obtained by the Company for the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, or the execution, delivery and performance by the Company of its obligations under this Agreement and the Confirmation, except for the filing with the Commission of the Statement, the filing of the Registration Statement, the registration of the Option Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Option Shares by any JPMorgan Entity or that would not be expected to materially and adversely affect or delay the Option Liquidity Program;

     (v) the Statement (other than the financial statements and related notes and schedules and other financial data contained or incorporated by reference therein or omitted therefrom, as to which such counsel need express no opinion) at the time it was filed with the Commission and as amended from time to time through the Closing complied as to form in all material respects to the requirements of the Exchange Act, except to the extent described in the No-Action Letters; and

     (vi) the Option Shares have been duly authorized by the Company and, when issued in conformity with the terms and conditions of the JPMorgan Options and this Agreement, will be validly issued, fully paid and non-assessable.

The Company will deliver at Closing to the Bank an opinion of in-house counsel to the Company, reasonably satisfactory to the Bank’s counsel, to the effect that:

     (i) each document incorporated by reference in the Notice of Option Liquidity Program or any further amendment or supplement thereto made by the Company prior to Closing (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), at the time they were filed with the Commission, complied as to form in all material respects to the requirements of the Exchange Act; and

     (ii) the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under this Agreement and the Confirmation will not (1) result in any violation of the provisions of the charter or by-laws of the Company, or (2) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument which is an exhibit to the Company’s Annual Report on Form 10-K for the year ended

December 31, 2003 or any subsequent Quarterly Report filed on Form 10-Q, except in the case of clause (2), for such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect (as such term is defined in the Registration Agreement).

     (ii) Upon completion of the Shortfall Sales, the Bank shall determine, in consultation with the Company, the Make-Up Amount in good faith and notify the Company of such amount in the manner set forth in Section 25 hereof (the date on which such determination is made, the “Shortfall Determination Date”), such notification to include a written explanation by the Bank of the basis for the calculations made hereunder.

     (iii) On the third Business Day immediately following the Shortfall Determination Date, the Company shall deliver to the Bank a cash payment, by wire transfer of immediately available funds to an account designated by the Bank, in an amount equal to the Make-Up Amount (provided that if such Make-Up Amount is negative, the Bank shall deliver to the Company an amount in cash equal to the absolute value of such Make-Up Amount).

     (i) In the event that this Agreement is terminated pursuant to Sections 10(a)(ii) through 10(a)(vi), the Bank shall determine the Unwind Amount in good faith and notify the Company of such amount in the manner set forth in Section 25 hereof (such date, the “Unwind Determination Date”), such notification to include a written explanation by the Bank of the basis for the calculations made hereunder.

     (ii) On the third Business Day immediately following the Unwind Determination Date, the Company shall deliver to the Bank a cash payment, by wire transfer of immediately available funds to an account designated by the

Bank, in an amount equal to (x) in the case of termination pursuant to Sections 10(a)(iii) through 10(a)(vi), the Unwind Amount and (y) in the case of termination pursuant to Section 10(a)(ii), the Unwind Amount divided by two (provided that, in either case, if such Unwind Amount is negative, the Bank shall deliver to the Company an amount in cash equal to the absolute value of such Unwind Amount in case of termination pursuant to clause (x), or of such Unwind Amount divided by two, in case of termination pursuant to clause (y)).

(i) If the first Available Trading Day in the Averaging Period does not occur on or prior to November 16, 2004 due to (A) any delay in the beginning of the Election Period beyond October 8, 2004 or (B) any extension of the Election Period beyond November 9, 2004 (except, in either case, due to a Market Disruption), upon the completion of any such delay or extension (the date of such completion, an “Adjustment Date”), the Bank shall determine the Interest Rate Hedge Amount resulting from such delay or extension in the manner described in Section 18(c)(ii) below.

     (ii) Upon the occurrence of an Adjustment Date, the Bank shall (A) calculate the value of its existing “rho” or interest rate hedge (the terms of such hedge as set forth on Schedule I attached hereto), (B) determine the new Interest Rate Hedge Maturity Date, which date shall be a number of Trading Days after the existing Interest Rate Hedge Maturity Date equal to the length (in Trading Days) of the relevant delay or extension, as the case may be, (C) determine the value and terms of the new, adjusted “rho” or interest rate hedge required as a result of such delay or extension (the terms of such hedge to be set forth on a new Schedule I attached hereto that will replace the existing Schedule I attached hereto) and (D) calculate the Interest Rate Hedge Amount corresponding to such delay or extension, which amount shall be equal to the value of the Bank’s new, adjusted “rho” or interest rate hedge, minus the value of the Bank’s “rho” or interest rate hedge prior to such delay or extension.

     (iii) As promptly as practical after any Adjustment Date, the Bank shall notify the Company of the corresponding Interest Rate Hedge Amount in the manner set forth in Section 25 hereof, such notification to include a written explanation by the Bank of the basis for the calculations made hereunder.

     (iv) So long as this Agreement is not terminated pursuant to Section 10(a), on the Closing Date, the Company shall deliver to the Bank a cash payment, by wire transfer of immediately available funds to an account designated by the Bank, in an amount equal to the Aggregate Interest Rate Hedge Amount (provided that if such Aggregate Interest Rate Hedge Amount is negative, the Bank shall deliver to the Company an amount in cash equal to the absolute value of such Aggregate Interest Rate Hedge Amount).

The Company hereby agrees to hold the Bank harmless and to indemnify the Bank (including any of the Bank’s affiliated companies and any director, officer, agent or employee of the Bank or any such affiliated company) and any director, officer or other person controlling (within the meaning of Section 20(a) of the Exchange Act) the Bank (including any of the Bank’s affiliated companies) (collectively, “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities or expenses (whether in contract, tort or otherwise, and including, without limitation, fees and disbursements of counsel) whatsoever (as incurred or suffered and including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened, and whether or not the Bank or any other Indemnified Person shall be a party thereto (collectively, the “Losses”)) arising out of, relating to or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Transaction Disclosure Material, or any omission or alleged omission to state in any such material a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, any withdrawal or termination by the Company of the Option Liquidity Program in violation of this Agreement or failure by the Company to comply with the terms of the Transaction Disclosure Materials and this Agreement, including without limitation the terms thereof set forth in the Notice of Option Liquidity Program, any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein and activities performed or services furnished pursuant to this Agreement, or otherwise arising out of, relating to or in connection with the Option Liquidity Program, solely to the extent that such Losses are a result of any litigation or proceeding, commenced or threatened, by or on behalf of any Eligible Optionee (as such term is defined in the Notice of Option Liquidity Program) in connection with or arising out of the Transactions; except in the case of any Losses arising out of, relating to or in connection with clause (iv) above (and not otherwise or also arising out of, relating to or in connection with clause (i), (ii), or (iii) above) (A) for any Losses arising out of, relating to or in connection with any activities of a JPMorgan Entity described in Section 6 hereof and (B) for any such Loss that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the Bank’s bad faith or gross negligence or a breach by the Bank of its obligations under this Agreement or any other Transaction Agreement and except in the case of clause (i) above for any such Loss that arises out of, relates to or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Transaction Disclosure Material or (y) any omission to state in any such material a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Bank to the Company expressly for use therein. The foregoing

indemnity shall be in addition to any liability that the Company might otherwise have to the Bank and such other Indemnified Persons.

If a claim is made against any Indemnified Person, such Indemnified Person shall notify the Company promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify the Company promptly of any action commenced against such Person within a reasonable time after such Person shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Failure so to notify the Company shall not, however, relieve the Company from any liability that it may have on account of this indemnity or otherwise except to the extent the Indemnified Person shall have been materially prejudiced in any material respect by such failure. The Company shall be entitled to participate at its own expense in the defense of any such litigation or proceeding but such defense shall be conducted by counsel to such Indemnified Person. The Company shall, upon the request of such Indemnified Person, assume the defense of any such litigation or proceeding including the payment for the fees and expenses of counsel, and in the case of any such request such defense shall be conducted by counsel reasonably satisfactory to the Bank. In any such litigation or proceeding the defense of which the Company shall have so assumed, any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include one or both of (x) the Company and (y) the Indemnified Person and representation of both parties by the same counsel in the opinion of counsel to such Indemnified Person would be inappropriate due to actual or potential differing interests between them. It is understood that the Company shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction, be liable under this agreement for the fees and expenses of more than one separate firm for all such Indemnified Persons. Such firm shall be designated in writing by the Bank. The Company shall not be liable for any settlement of any litigation or proceeding effected without the written consent of the Company, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees, subject to the provisions of this Section 19(c), to indemnify the Indemnified Person from and against any loss or liability by reason of such settlement or judgment.

The indemnity agreements contained in this Section 19(d) and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any failure to commence, or the withdrawal, termination or consummation of, the Option Liquidity Program or the termination of this agreement, (ii) any investigation made by or on behalf of any Indemnified Person and (iii) any withdrawal or termination by the Bank pursuant to Section 10 or otherwise.

(a)  If to the Company:

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     (b)  If to the Bank:

JPMorgan Chase Bank
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Attn: EDG Corporate, ▇▇▇▇▇ ▇▇▇▇▇▇

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