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                                                                     EXHIBIT 4.3


                 COMCAST CORPORATION 2002 RESTRICTED STOCK PLAN

     (FORMERLY KNOWN AS AT&T COMCAST CORPORATION 2002 RESTRICTED STOCK PLAN)

                                 (see attached)

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                            AT&T COMCAST CORPORATION
                           2002 RESTRICTED STOCK PLAN

1. BACKGROUND AND PURPOSE

         COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 1990 Restricted Stock Plan and renames it as
the AT&T Comcast Corporation 2002 Restricted Stock Plan (the "Plan"), effective
November 18, 2002 or such other date on which the combination of Comcast
Corporation and AT&T Broadband Corp. (the "AT&T Broadband Transaction") may be
consummated, and conditioned on the consummation of the AT&T Broadband
Transaction. This amendment, restatement and renaming of the Plan shall not be
effective unless the AT&T Broadband Transaction is consummated. The purpose of
the Plan is to promote the ability of AT&T Comcast Corporation to retain certain
key employees and enhance the growth and profitability of AT&T Comcast
Corporation by providing the incentive of long-term awards for continued
employment and the attainment of performance objectives.

2. DEFINITIONS

     (a) "Active Grantee" means each Grantee who is actively employed by a
Participating Company.

     (b) "Affiliate" means, with respect to any Person, any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, the term "control,"
including its correlative terms "controlled by" and "under common control with,"
mean, with respect to any Person, the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

     (c) "AT&T Comcast Plan" means any restricted stock, stock bonus, stock
option or other compensation plan, program or arrangement established or
maintained by the Company or an Affiliate, including but not limited to this
Plan, the AT&T Comcast Corporation 2002 Deferred Stock Option Plan, the AT&T
Comcast Corporation 1996 Stock Option Plan and the Comcast Corporation 1987
Stock Option Plan.

     (d) "Award" means an award of Restricted Stock granted under the Plan.


     (e) "Board" means the Board of Directors of the Company.

     (f) "Change of Control" means any transaction or series of transactions as
a result of which any Person who was a Third Party immediately before such
transaction or series of transactions owns then-outstanding securities of the
Company such that such Person has the ability to direct the management of the
Company, as determined by the Board in its discretion. The Board may also
determine that a Change of Control shall occur upon the completion of one or
more proposed transactions. The Board's determination shall be final and
binding.

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     (g) "Code" means the Internal Revenue Code of 1986, as amended.

     (h) "Committee" means the Subcommittee on Performance Based Compensation of
the Compensation Committee of the Board.

     (i) "Company" means AT&T Comcast Corporation, a Pennsylvania corporation,
as successor to Comcast Corporation, including any successor thereto by merger,
consolidation, acquisition of all or substantially all the assets thereof, or
otherwise.

     (j) "Date of Grant" means the date on which an Award is granted.

     (k) "Deceased Grantee" means:

          (i)   A Grantee whose employment by a Participating Company is
                terminated by death; or

          (ii)  A Grantee who dies following termination of employment by a
                Participating Company.

     (l) "Disabled Grantee" means:

          (i)   A Grantee whose employment by a Participating Company is
                terminated by reason of disability;

          (ii)  A Grantee who becomes disabled (as determined by the Committee)
                following termination of employment by a Participating Company;
                or

          (iii) The duly-appointed legal guardian of an individual described in
                Paragraph 2(l)(i) or 2(l)(ii) acting on behalf of such
                individual.

     (m) "Election" means a written election on a form provided by the
Committee, filed with the Committee in accordance with Paragraph 8, pursuant to
which a Grantee:

          (i)   Elects, within the time or times specified in Paragraph 8, to
                defer the distribution date of Restricted Stock; and

          (ii)  Designates the distribution date of Restricted Stock.

     (n) "Eligible Employee" means a management employee of a Participating
Company, as determined by the Committee.

     (o) "Grantee" means an Eligible Employee who is granted an Award.

     (p) "Normal Retirement" means a Grantee's termination of employment that is
treated by the Participating Company as a retirement under its employment
policies and practices as in effect from time to time.

     (q) "Other Available Shares" means, as of any date, the excess, if any of:

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               (i)  the total number of Shares owned by a Grantee; over

               (ii) the sum of:

                    (1) the number of Shares owned by such Grantee for less than
                        six months; plus

                    (2) the number of Shares owned by such Grantee that has,
                        within the preceding six months, been the subject of a
                        withholding certification pursuant to Paragraph 9(c)(ii)
                        or any similar withholding certification under any other
                        AT&T Comcast Plan; plus

                    (3) the number of Shares owned by such Grantee that has,
                        within the preceding six months, been received in
                        exchange for Shares surrendered as payment, in full or
                        in part, or as to which ownership was attested to as
                        payment, in full or in part, of the exercise price for
                        an option to purchase any securities of the Company or
                        an Affiliate of the Sponsor, under any AT&T Comcast
                        Plan, but only to the extent of the number of Shares
                        surrendered or attested to; plus

                    (4) The number of Shares owned by such Grantee as to which
                        evidence of ownership has, within the preceding six
                        months, been provided to the Company in connection with
                        the crediting of "Deferred Stock Units" to such
                        Optionee's Account under the AT&T Comcast Corporation
                        2002 Deferred Stock Option Plan.

For purposes of this Paragraph 2(q), a Share that is subject to a deferral
election pursuant to Paragraph 8 or another AT&T Comcast Plan shall not be
treated as owned by a Grantee until all conditions to the delivery of such Share
have lapsed. For purposes of determining the number of Other Available Shares,
the term "Shares" shall also include the securities held by a Participant
immediately before the consummation of the AT&T Broadband Transaction that
became Shares as a result of the AT&T Broadband Transaction.

     (r) "Participating Company" means the Company and each of the Subsidiary
Companies.

     (s) "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.

     (t) "Plan" means the AT&T Comcast Corporation 2002 Restricted Stock Plan,
as set forth herein, and as amended from time to time.

     (u) "Plan Year" means the 365-day period (or the 366-day period) extending
from January 3 to the next following January 2.

     (v) "Restricted Stock" means Shares subject to restrictions as set forth in
an Award.

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     (w) "Retired Grantee" means a Grantee who has terminated employment
pursuant to a Normal Retirement.

     (x) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in
effect from time to time.

     (y) "Share" or "Shares" means:

          (i)  for all purposes of the Plan, a share or shares of Class A Common
               Stock, par value $0.01, of the Company.

          (ii) solely for purposes of Paragraphs 2(q) and 9(c), the term "Share"
               or "Shares" also means a share or shares of the Company's Class A
               Special Common Stock, par value, $0.01.

     (z) "Subsidiary Companies" means all business entities that, at the time in
question, are subsidiaries of the Company, within the meaning of section 424(f)
of the Code.

     (aa) "Terminating Event" means any of the following events:

          (i)  the liquidation of the Company; or

          (ii) a Change of Control.

     (bb) "Third Party" means any Person, together with such Person's
Affiliates, provided that the term "Third Party" shall not include the Company
or an Affiliate of the Company.

     (cc) "1933 Act" means the Securities Act of 1933, as amended.

     (dd) "1934 Act" means the Securities Exchange Act of 1934, as amended.

3. RIGHTS TO BE GRANTED

          Rights that may be granted under the Plan are rights to Restricted
Stock, which gives the Grantee ownership rights in the Shares subject to the
Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7,
and to deferred payment, as set forth in Paragraph 8.

4. SHARES SUBJECT TO THE PLAN

     (a)  Not more than 9,750,000 Shares in the aggregate may be issued under
the Plan pursuant to the grant of Awards, subject to adjustment in accordance
with Paragraph 10. The Shares issued under the Plan may, at the Company's
option, be either Shares held in treasury or Shares originally issued for such
purpose.

     (b)  If Restricted Stock is forfeited pursuant to the term of an Award,
other Awards with respect to such Shares may be granted.

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5. ADMINISTRATION OF THE PLAN

     (a) Administration. The Plan shall be administered by the Committee.

     (b) Grants. Subject to the express terms and conditions set forth in the
Plan, the Committee shall have the power, from time to time, to:

               (i)  select those Employees to whom Awards shall be granted under
                    the Plan, to determine the number of Shares to be granted
                    pursuant to each Award, and, pursuant to the provisions of
                    the Plan, to determine the terms and conditions of each
                    Award, including the restrictions applicable to such Shares;
                    and

               (ii) interpret the Plan's provisions, prescribe, amend and
                    rescind rules and regulations for the Plan, and make all
                    other determinations necessary or advisable for the
                    administration of the Plan.

The determination of the Committee in all matters as stated above shall be
conclusive.

     (c) Meetings. The Committee shall hold meetings at such times and places as
it may determine. Acts approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members of
the Committee shall be the valid acts of the Committee.

     (d) Exculpation. No member of the Committee shall be personally liable for
monetary damages for any action taken or any failure to take any action in
connection with the administration of the Plan or the granting of Awards
thereunder unless (i) the member of the Committee has breached or failed to
perform the duties of his office, and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness; provided, however,
that the provisions of this Paragraph 5(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.

     (e) Indemnification. Service on the Committee shall constitute service as a
member of the Board. Each member of the Committee shall be entitled without
further act on his part to indemnity from the Company to the fullest extent
provided by applicable law and the Company' s Articles of Incorporation and
By-laws in connection with or arising out of any action, suit or proceeding with
respect to the administration of the Plan or the granting of Awards thereunder
in which he may be involved by reason of his being or having been a member of
the Committee, whether or not he continues to be such member of the Committee at
the time of the action, suit or proceeding.

6. ELIGIBILITY

               Awards may be granted only to Eligible Employees, as determined
by the Committee. No Awards shall be granted to an individual who is not an
employee of a Participating Company.

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7. RESTRICTED STOCK AWARDS

         The Committee may grant Awards in accordance with the Plan. The terms
and conditions of Awards shall be set forth in writing as determined from time
to time by the Committee, consistent, however, with the following:

    (a) Time of Grant. All Awards shall be granted within ten (10) years from
the date of adoption of the Plan by the Board.

    (b) Shares Awarded. The provisions of Awards need not be the same with
respect to each Grantee. No cash or other consideration shall be required to be
paid by the Grantee in exchange for an Award.

    (c) Awards and Agreements. A certificate shall be issued to each Grantee in
respect of Shares subject to an Award. Such certificate shall be registered in
the name of the Grantee and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Award. The Company may
require that the certificate evidencing such Restricted Stock be held by the
Company until all restrictions on such Restricted Stock have lapsed.

    (d) Restrictions. Subject to the provisions of the Plan and the Award,
during a period set by the Committee commencing with the Date of Grant, which,
for Grantees who are subject to the short-swing profit recapture rules of
section 16(b) of the 1934 Act by virtue of their position as either a director,
officer or holder of more than 10 percent of any class of equity securities of
the Company, shall extend for at least six (6) months from the Date of Grant,
the Grantee shall not be permitted to sell, transfer, pledge or assign
Restricted Stock awarded under the Plan.

    (e) Lapse of Restrictions. Subject to the provisions of the Plan and the
Award, restrictions upon Shares subject to an Award shall lapse at such time or
times and on such terms and conditions as the Committee may determine and as are
set forth in the Award; provided, however, that the restrictions upon such
Shares shall lapse only if the Grantee on the date of such lapse is, and has
been an employee of a Participating Company continuously from the Date of Grant.
The Award may provide for the lapse of restrictions in installments, as
determined by the Committee. The Committee may, in its sole discretion, waive,
in whole or in part, any remaining restrictions with respect to such Grantee's
Restricted Stock. All references in Awards granted before the consummation of
the AT&T Broadband Transaction as to which restrictions upon shares have not
lapsed shall be deemed to be references to AT&T Comcast Corporation Class A
Common Stock, par value $0.01.

    (f) Rights of the Grantee. Grantees may have such rights with respect to
Shares subject to an Award as may be determined by the Committee and set forth
in the Award, including the right to vote such Shares, and the right to receive
dividends paid with respect to such Shares.

    (g) Termination of Grantee's Employment. A transfer of an Eligible Employee
between two employers, each of which is a Participating Company, shall not be
deemed a termination of employment. In the event that a Grantee terminates
employment with all Participating Companies, all Shares remaining subject to
restrictions shall be forfeited by the Grantee and deemed canceled by the
Company.

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         (h) Delivery of Shares. Except as otherwise provided by Paragraph 8,
when the restrictions imposed on Restricted Stock lapse with respect to one or
more Shares, the Company shall notify the Grantee that such restrictions no
longer apply, and shall deliver to the Grantee (or the person to whom ownership
rights may have passed by will or the laws of descent and distribution) a
certificate for the number of Shares for which restrictions have lapsed without
any legend or restrictions (except those that may be imposed by the Committee,
in its sole judgment, under Paragraph 9(a)). The right to payment of any
fractional Shares that may have accrued shall be satisfied in cash, measured by
the product of the fractional amount times the fair market value of a Share at
the time the applicable restrictions lapse, as determined by the Committee.

8. DEFERRAL ELECTIONS

                 A Grantee may elect to defer the receipt of Restricted Stock
as to which restrictions have lapsed as provided by the Committee in the Award,
consistent, however, with the following:

         (a) Deferral Election.

                 (i)   Election. Each Grantee shall have the right to defer the
                       receipt of all or any portion of the Restricted Stock as
                       to which the Award provides for the potential lapse of
                       applicable restrictions by filing an Election to defer
                       the receipt of such Restricted Stock on a form provided
                       by the Committee for this purpose.

                 (ii)  Deadline for Deferral Election. No Election to defer the
                       receipt of Restricted Stock as to which the Award
                       provides for the potential lapse of applicable
                       restrictions shall be effective unless it is filed with
                       the Committee on or before the last day of the calendar
                       year ending before the first day of the Plan Year in
                       which the applicable restrictions may lapse; provided
                       that an Election to defer the receipt of Restricted Stock
                       as to which the Award provides for the potential lapse of
                       applicable restrictions within the same Plan Year as the
                       Plan Year in which the Award is granted shall be
                       effective if it is filed with the Committee on or before
                       the earlier of (A) the 30th day following the Date of
                       Grant or (B) the last day of the month that precedes the
                       month in which the applicable restrictions may lapse.

         (b) Effect of Failure of Restrictions on Shares to Lapse. An Election
shall be null and void if the restrictions on Restricted Stock do not lapse
before the distribution date for such Restricted Stock identified in such
Election by reason of the failure to satisfy any condition precedent to the
lapse of the restrictions.

         (c) Deferral Period. Except as otherwise provided in Paragraph 8(d),
all Restricted Stock that is subject to an Election shall be delivered to the
Grantee (or the person to whom ownership rights may have passed by will or the
laws of descent and distribution) without any legend or restrictions (except
those that may be imposed by the Committee, in its sole judgment, under
Paragraph 9(a)), on the distribution date for such Restricted Stock designated
by the Grantee on

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the most recently filed Election. Subject to acceleration or deferral pursuant
to Paragraph 8(d) or Paragraph 11, no distribution may be made earlier than
January 2nd of the second calendar year beginning after the date on which the
applicable restrictions may lapse, nor later than January 2nd of the tenth
calendar year beginning after the date on which the applicable restrictions may
lapse. The distribution date may vary with each separate Election.

     (d) Additional Deferral Election.

          (i)    Each Active Grantee who has previously made an Election to
                 receive a distribution of part or all of his or her Account, or
                 who, pursuant to this Paragraph 8(d)(i) has made an Election to
                 defer the distribution date for Restricted Stock for an
                 additional period from the originally-elected distribution
                 date, may elect to defer the distribution date for a minimum of
                 two and a maximum of ten additional years from the
                 previously-elected distribution date, by filing an Election
                 with the Committee on or before the close of business on June
                 30 of the calendar year preceding the calendar year in which
                 the distribution would otherwise be made.

          (ii)   A Deceased Grantee's estate or beneficiary to whom the right to
                 payment under the Plan shall have passed may elect to (A) defer
                 the distribution date for the Deceased Grantee's Restricted
                 Stock for a minimum of two additional years from the date
                 payment would otherwise be made (provided that if an Election
                 is made pursuant to this Paragraph 8(d)(ii)(A), the Deceased
                 Grantee's deferred Restricted Stock shall be distributed in
                 full on or before the fifth anniversary of the Deceased
                 Grantee's death); or (B) accelerate the distribution date for
                 the Deceased Grantee's Restricted Stock from the date payment
                 would otherwise be made to January 2nd of the calendar year
                 beginning after the Deceased Grantee's death. An Election
                 pursuant to this Paragraph 8(d)(ii) must be filed with the
                 Committee on or before the close of business on (x) the June 30
                 following the Grantee's death on or before May 1 of a calendar
                 year, (y) the 60th day following the Grantee's death after May
                 1 and before November 2 of a calendar year or (z) the December
                 31 following the Grantee's death after November 1 of a calendar
                 year. One and only one Election shall be permitted pursuant to
                 this Paragraph 8(d)(ii) with respect to a Deceased Grantee.

          (iii)  A Disabled Grantee may elect to accelerate the distribution
                 date of the Disabled Grantee's Restricted Stock from the date
                 payment would otherwise be made to January 2nd of the calendar
                 year beginning after the Grantee became disabled. An Election
                 pursuant to this Paragraph 8(d)(iii) must be filed with the
                 Committee on or before the close of business on the (x) the
                 June 30 following the date the Grantee becomes a Disabled
                 Grantee if the Grantee becomes a Disabled Grantee on or before
                 May 1 of a calendar year, (y) the 60th day following the date
                 the Grantee becomes a Disabled Grantee if the Grantee becomes a
                 Disabled Grantee after May 1 and before November 2 of a
                 calendar year or (z) the December 31

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                 following the date the Grantee becomes a Disabled Grantee if
                 the Grantee becomes a Disabled Grantee after November 2 of a
                 calendar year.

          (iv)   A Retired Grantee may elect to defer the distribution date of
                 the Retired Grantee's Restricted Stock for a minimum of two
                 additional years from the date payment would otherwise be made
                 (provided that if an Election is made pursuant to this
                 Paragraph 8(d)(iv), the Retired Grantee's Account shall be
                 distributed in full on or before the fifth anniversary of the
                 Retired Grantee's Normal Retirement). An Election pursuant to
                 this Paragraph 8(d)(iv) must be filed with the Committee on or
                 before the close of business on the later of (x) the June 30
                 following the Grantee's Normal Retirement on or before May 1 of
                 a calendar year, (y) the 60th day following the Grantee's
                 Normal Retirement after May 1 and before November 2 of a
                 calendar year or (z) the December 31 following the Grantee's
                 Normal Retirement after November 1 of a calendar year.

     (e) Status of Deferred Shares. A Grantee's right to delivery of Shares
subject to an Election under this Paragraph 8 shall at all times represent the
general obligation of the Company. The Grantee shall be a general creditor of
the Company with respect to this obligation, and shall not have a secured or
preferred position with respect to such obligation. Nothing contained in the
Plan or an Award shall be deemed to create an escrow, trust, custodial account
or fiduciary relationship of any kind. Nothing contained in the Plan or an Award
shall be construed to eliminate any priority or preferred position of a Grantee
in a bankruptcy matter with respect to claims for wages.

     (f) Non-Assignability, Etc. The right of a Grantee to receive Shares
subject to an Election under this Paragraph 8 shall not be subject in any manner
to attachment or other legal process for the debts of such Grantee; and no right
to receive Shares hereunder shall be subject to anticipation, alienation, sale,
transfer, assignment or encumbrance.

9. SECURITIES LAWS; TAXES

     (a) Securities Laws. The Committee shall have the power to make each grant
of Awards under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the 1933 Act and
the 1934 Act, including Rule 16b-3. Such conditions may include the delivery by
the Grantee of an investment representation to the Company in connection with
the lapse of restrictions on Shares subject to an Award, or the execution of an
agreement by the Grantee to refrain from selling or otherwise disposing of the
Shares acquired for a specified period of time or on specified terms.

     (b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall be
entitled, if necessary or desirable, to withhold the amount of any tax, charge
or assessment attributable to the grant of any Award or lapse of restrictions
under any Award. The Company shall not be required to deliver Shares pursuant to
any Award until it has been indemnified to its satisfaction for any such tax,
charge or assessment.

                                      -9-

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     (c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to
Satisfy Tax Liability.

          (i)  In connection with the grant of any Award or the lapse of
               restrictions under any Award, the Company shall have the right to
               (A) require the Grantee to remit to the Company an amount
               sufficient to satisfy any federal, state and/or local withholding
               tax requirements prior to the delivery or transfer of any
               certificate or certificates for Shares subject to such Award, or
               (B) take any action whatever that it deems necessary to protect
               its interests with respect to tax liabilities. The Company's
               obligation to make any delivery or transfer of Shares shall be
               conditioned on the Grantee's compliance, to the Company's
               satisfaction, with any withholding requirement.

          (ii) Except as otherwise provided in this Paragraph 9(c)(ii), any tax
               liabilities incurred in connection with grant of any Award or the
               lapse of restrictions under any Award under the Plan shall be
               satisfied by the Company's withholding a portion of the Shares
               subject to such Award having a fair market value approximately
               equal to the minimum amount of taxes required to be withheld by
               the Company under applicable law, unless otherwise determined by
               the Committee with respect to any Grantee. Notwithstanding the
               foregoing, the Committee may permit a Grantee to elect one or
               both of the following: (A) to have taxes withheld in excess of
               the minimum amount required to be withheld by the Company under
               applicable law; provided that the Grantee certifies in writing to
               the Company at the time of such election that the Grantee owns
               Other Available Shares having a fair market value that is at
               least equal to the fair market value to be withheld by the
               Company in payment of withholding taxes in excess of such minimum
               amount; and (B) to pay to the Company in cash all or a portion of
               the taxes to be withheld in connection with such grant or lapse
               of restrictions. In all cases, the Shares so withheld by the
               Company shall have a fair market value that does not exceed the
               amount of taxes to be withheld minus the cash payment, if any,
               made by the Grantee. The fair market value of such Shares shall
               be determined based on the last reported sale price of a Share on
               the principal exchange on which Shares are listed or, if not so
               listed, on the NASDAQ Stock Market on the last trading day prior
               to the date of such grant or lapse of restriction. Any election
               pursuant to this Paragraph 9(c)(ii) must be in writing made prior
               to the date specified by the Committee, and in any event prior to
               the date the amount of tax to be withheld or paid is determined.
               An election pursuant to this Paragraph 9(c)(ii) may be made only
               by a Grantee or, in the event of the Grantee's death, by the
               Grantee's legal representative. No Shares withheld pursuant to
               this Paragraph 9(c)(ii) shall be available for subsequent grants
               under the Plan. The Committee may add such other requirements and
               limitations regarding elections pursuant to this Paragraph
               9(c)(ii) as it deems appropriate.

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10. CHANGES IN CAPITALIZATION

                  The aggregate number of Shares and class of Shares as to which
Awards may be granted and the number of Shares covered by each outstanding Award
shall be appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Shares and/or other outstanding equity security or a
recapitalization or other capital adjustment (not including the issuance of
Shares and/or other outstanding equity securities on the conversion of other
securities of the Company which are convertible into Shares and/or other
outstanding equity securities) affecting the Shares which is effected without
receipt of consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Paragraph 10 and any such
determination by the Committee shall be final, binding and conclusive.

11. TERMINATING EVENTS

                  The Committee shall give Grantees at least thirty (30) days'
notice (or, if not practicable, such shorter notice as may be reasonably
practicable) prior to the anticipated date of the consummation of a Terminating
Event. The Committee may, in its discretion, provide in such notice that upon
the consummation of such Terminating Event, any restrictions on Restricted Stock
(other than Restricted Stock that has previously been forfeited) shall be
eliminated, in full or in part. Further, the Committee may, in its discretion,
provide in such notice that notwithstanding any other provision of the Plan or
the terms of any Election made pursuant to Paragraph 8, upon the consummation of
a Terminating Event, all Restricted Stock subject to an Election made pursuant
to Paragraph 8 shall be transferred to the Grantee.

12. AMENDMENT AND TERMINATION

                  The Plan may be terminated by the Board at any time. The Plan
may be amended by the Board or the Committee at any time. No Award shall be
affected by any such termination or amendment without the written consent of the
Grantee.

13. EFFECTIVE DATE

                  The effective date of this amendment and restatement of the
Plan is November 18, 2002 or such other date on which the AT&T Broadband
Transaction may be consummated, and conditioned on the consummation of the AT&T
Broadband Transaction. This amendment, restatement and renaming of the Plan
shall not be effective unless the AT&T Broadband Transaction is consummated. The
adoption of this amendment and restatement of the Plan and the grant of Awards
pursuant to this amendment and restatement of the Plan is subject to the
approval of the shareholders of the Company to the extent that the Committee
determines that such approval (a) is required pursuant to the By-laws of the
National Association of Securities Dealers, Inc., and the schedules thereto, in
connection with issuers whose securities are included in the NASDAQ National
Market System, or (b) is required to satisfy the conditions on Rule 16b-3. If
the Committee determines that shareholder approval is required to satisfy the
foregoing conditions, the Board shall submit the Plan to the shareholders of the
Company for their approval at

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the first annual meeting of shareholders held after the adoption of the amended
and restated Plan by the Board.

14. GOVERNING LAW

         The Plan and all determinations made and actions taken pursuant to the
Plan shall be governed in accordance with Pennsylvania law.

         Executed as of the 29/th/ day of October, 2002.

                                                COMCAST CORPORATION



                                                BY: /s/ Lawrence A. Smith
                                                    ----------------------------

                                                ATTEST: /s/ Arthur R. Block
                                                        ------------------------

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