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Cable Operators

Good Year Pays Off for Comcast Chiefs

4/17/2005 8:00 PM Eastern

Last year was a good one for Comcast Corp., and the company spread some of the wealth among its top officers, each of whom received hefty raises for the year.

Chairman and CEO Brian Roberts topped the list in total compensation, rising 18.3%, to $21.1 million from $17.9 million in 2003, mostly in the form of stock awards and options. Roberts’s base salary rose 5% to $2.1 million from $2 million in 2003 and his annual bonus increased 11.4 % to $6.84 million in 2004 from $6 million in the prior year.

Roberts also received restricted stock awards valued at $3.3 million (which he did not receive in 2003) and stock options for 800,000 shares valued at $9.1 million.

BURKE UP 78.2%

A bigger percentage raise went to president and chief operating officer Stephen Burke, whose 2004 compensation ballooned to $20.6 million, from $12.1 million in 2003, an increase of 78.2%.

He received a 5% bump in annual salary — to $1.23 million from $1.17 million in 2003 — and saw his bonus for the year decline 16.1%, to $4.3 million from $5.2 million in 2003. He more than made up for that deficit in restricted stock awards and options, worth $10.5 million and $4.6 million respectively, in 2004.

Executive vice president David Cohen and co-chief financial officers Larry Smith and John Alchin also received raises in 2004. Cohen, who made $6.1 million in salary, bonuses and stock options in 2003, got a 52.3% increase in compensation in 2004 to $9.3 million.

Smith’s total compensation rose 18.2% to $8.02 million in 2004 from $6.8 million in 2003 and Alchin’s compensation rose 16.4% to $6.9 million.

ARMSTRONG LEAVING

Former AT&T Corp. chairman C. Michael Armstrong is leaving the board of directors of Comcast ahead of schedule, opting not to seek re-election at the No. 1 MSO’s upcoming annual meeting June 1 in Philadelphia.

Armstrong will still pocket a $900,000 annual consulting fee for at least another year, according to his contract, and will be named director emeritus of Comcast, a post with no voting rights.

Armstrong will be Comcast’s first director emeritus, a position created this year to allow the company to “avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the board,” according to Comcast’s proxy statement filed with the Securities and Exchange Commisson April 8. Each director emeritus serves a one-year term, renewable at the board’s discretion.

“I look forward to providing advice to the board as needed while fulfilling other commitments,” Armstrong said in a statement.

“Mike has been a tremendous asset to Comcast and our board throughout the Broadband integration,” Roberts said in a statement. “He has been a valuable adviser and strong partner in integrating the governance of our two companies, and I’m delighted he’ll continue to share his expertise and insight as director emeritus.”

Armstrong also will hold on to about 3.7 million shares of Comcast’s class-A common stock, worth about $123 million based on Comcast’s April 13 closing price of $33.30 per share.

Armstrong joined the Comcast board in 2002 after the Philadelphia-based MSO acquired AT&T Broadband in a $54 billion stock deal and was named nonexecutive chairman of the company once the deal was sealed.

But Armstrong had little input into Comcast’s business dealings — he stepped down as non-executive chairman in May 2004 and maintained an office in New York while Comcast headquarters and decision-makers remained in Philadelphia.

BREEN JOINS BOARD

Taking Armstrong’s place will be Tyco International Ltd. chairman Ed Breen, who had been CEO of cable set-top box maker General Instrument Corp. before it was acquired by Motorola Inc. in 2000.

After the Motorola acquisition, Breen served as executive vice president and president of two Motorola divisions. He served a six-month stint as president and chief operating officer of Motorola before taking the helm at Tyco in 2002.

September