<PAGE>

                                                                     EXHIBIT 4.1


               COMCAST CORPORATION 2002 DEFERRED COMPENSATION PLAN

  (FORMERLY KNOWN AS AT&T COMCAST CORPORATION 2002 DEFERRED COMPENSATION PLAN)

                                 (see attached)

<PAGE>

                            AT&T COMCAST CORPORATION
                         2002 DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                         <C>
ARTICLE 1 - COVERAGE OF PLAN ..............................................    1
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ARTICLE 2 - DEFINITIONS ...................................................    1
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ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS ..............................    8
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ARTICLE 4 - MANNER OF DISTRIBUTION ........................................   13
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ARTICLE 5 - BOOK ACCOUNTS .................................................   14
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ARTICLE 6 - NO ALIENATION OF BENEFITS; PAYEE DESIGNATION ..................   15
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ARTICLE 7 - DEATH OF PARTICIPANT ..........................................   16
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ARTICLE 8 - HARDSHIP DISTRIBUTIONS ........................................   16
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ARTICLE 9 - INTERPRETATION ................................................   16
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ARTICLE 10 - AMENDMENT OR TERMINATION .....................................   17
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ARTICLE 11 - WITHHOLDING OF TAXES .........................................   18
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ARTICLE 12 - MISCELLANEOUS PROVISIONS .....................................   18
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ARTICLE 13 - EFFECTIVE DATE ...............................................   19
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</TABLE>

<PAGE>

                            AT&T COMCAST CORPORATION
                         2002 DEFERRED COMPENSATION PLAN

                          ARTICLE 1 - COVERAGE OF PLAN

          1.1. Continuation of Plan. COMCAST CORPORATION, a Pennsylvania
corporation, hereby amends and restates the Comcast Corporation 1996 Deferred
Compensation Plan and renames it as the AT&T Comcast Corporation 2002 Deferred
Compensation 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 Plan was initially adopted effective February
12, 1974 and was amended and restated effective August 15, 1996, June 21, 1999,
December 19, 2000, October 26, 2001, April 29, 2002 and July 9, 2002.

          1.2. Plan Unfunded and Limited to Outside Directors and Select Group
of Management or Highly Compensated Employees. The Plan is unfunded and is
maintained primarily for the purpose of providing outside directors and a select
group of management or highly compensated employees the opportunity to defer the
receipt of compensation otherwise payable to such outside directors and eligible
employees in accordance with the terms of the Plan.

                             ARTICLE 2 - DEFINITIONS

          2.1. "Account" means the bookkeeping accounts established pursuant to
Section 5.1 and maintained by the Administrator in the names of the respective
Participants, to which all amounts deferred and earnings allocated under the
Plan shall be credited, and from which all amounts distributed pursuant to the
Plan shall be debited.

          2.2. "Active Participant" means:

                 (a) Each Participant who is in active service as an Outside
Director; and

                 (b) Each Participant who is actively employed by a
Participating Company as an Eligible Employee.

          2.3. "Administrator" means the Committee.

          2.4. "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.

<PAGE>

          2.5.  "Annual Rate of Pay" means, as of any date, an employee's
annualized base pay rate. An employee's Annual Rate of Pay shall not include
sales commissions or other similar payments or awards.

          2.6.  "Applicable Interest Rate" means:

                  (a) Except as otherwise provided in Section 2.6(b), the
Applicable Interest Rate means 12% per annum, compounded annually as of the last
day of the calendar year.

                  (b) Except to the extent otherwise required by Section 10.2,
effective for the period extending from a Participant's employment termination
date to the date the Participant's Account is distributed in full, the
Administrator, in its sole discretion, may designate the term "Applicable
Interest Rate" for such Participant's Account to mean the lesser of (i) the rate
in effect under Section 2.6(a) or (ii) the Prime Rate plus one percent,
compounded annually as of the last day of the calendar year. Notwithstanding the
foregoing, the Administrator may delegate its authority to determine the
Applicable Interest Rate under this Section 2.6(b) to an officer of the Company
or committee of two or more officers of the Company.

          2.7.  "Beneficiary" means such person or persons or legal entity or
entities, including, but not limited to, an organization exempt from federal
income tax under section 501(c)(3) of the Code, designated by a Participant or
Beneficiary to receive benefits pursuant to the terms of the Plan after such
Participant's or Beneficiary's death. If no Beneficiary is designated by the
Participant or Beneficiary, or if no Beneficiary survives the Participant or
Beneficiary (as the case may be), the Participant's Beneficiary shall be the
Participant's Surviving Spouse if the Participant has a Surviving Spouse and
otherwise the Participant's estate, and the Beneficiary of a Beneficiary shall
be the Beneficiary's Surviving Spouse if the Beneficiary has a Surviving Spouse
and otherwise the Beneficiary's estate.

          2.8.  "Board" means the Board of Directors of the Company.

          2.9.  "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.

          2.10. "Code" means the Internal Revenue Code of 1986, as amended.

          2.11. "Committee" means the Compensation Committee of the Board of
Directors of the Company.

          2.12. "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.

                                       -2-

<PAGE>

          2.13. "Company Stock" means AT&T Comcast Corporation Class A Special
Common Stock, par value, $0.01, including a fractional share, or such other
securities issued by AT&T Comcast Corporation as may be subject to adjustment in
the event that shares of Company Stock are changed into, or exchanged for, a
different number or kind of shares of stock or other securities of the Company,
whether through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split-up or other substitution of securities of the Company. In
such event, the Committee shall make appropriate equitable anti-dilution
adjustments to the number and class of hypothetical shares of Company Stock
credited to Participants' Accounts under the Company Stock Fund. Any reference
to the term "Company Stock" in the Plan shall be a reference to the appropriate
number and class of shares of stock as adjusted pursuant to this Section 2.13.
The Committee's adjustment shall be effective and binding for all purposes of
the Plan.

          2.14. "Company Stock Fund" means a hypothetical investment fund
pursuant to which income, gains and losses are credited to a Participant's
Account as if the Account, to the extent deemed invested in the Company Stock
Fund, were invested in hypothetical shares of Company Stock, and all dividends
and other distributions paid with respect to Company Stock were held uninvested
in cash, and reinvested in additional hypothetical shares of Company Stock as of
the next succeeding December 31 (to the extent the Account continues to be
deemed invested in the Company Stock Fund through such December 31), based on
the Fair Market Value of the Company Stock for such December 31.

          2.15. "Compensation" means:

                 (a) In the case of an Outside Director, the total cash
remuneration for services as a member of the Board and as a member of any
Committee of the Board; and

                 (b) In the case of an Eligible Employee, the total cash
remuneration for services payable by a Participating Company, excluding sales
commissions or other similar payments or awards.

          2.16. "Death Tax Clearance Date" means the date upon which a Deceased
Participant's or a deceased Beneficiary's Personal Representative certifies to
the Administrator that (i) such Deceased Participant's or deceased Beneficiary's
Death Taxes have been finally determined, (ii) all of such Deceased
Participant's or deceased Beneficiary's Death Taxes apportioned against the
Deceased Participant's or deceased Beneficiary's Account have been paid in full
and (iii) all potential liability for Death Taxes with respect to the Deceased
Participant's or deceased Beneficiary's Account has been satisfied.

          2.17. "Death Taxes" means any and all estate, inheritance,
generation-skipping transfer, and other death taxes as well as any interest and
penalties thereon imposed by any governmental entity (a "taxing authority") as a
result of the death of the Participant or the Participant's Beneficiary.

          2.18. "Deceased Participant" means a Participant whose employment, or,
in the case of a Participant who was an Outside Director, a Participant whose
service as an Outside Director, is terminated by death.

                                       -3-

<PAGE>

          2.19. "Disabled Participant" means:

                 (a) A Participant whose employment or, in the case of a
Participant who is an Outside Director, a Participant whose service as an
Outside Director, is terminated by reason of disability;

                 (b) The duly-appointed legal guardian of an individual
described in Section 2.19(a) acting on behalf of such individual.

          2.20. "Eligible Employee" means:

                 (a) Each employee of a Participating Company who, as of
December 31, 1989, was eligible to participate in the Prior Plan.

                 (b) Each employee of a Participating Company who was, at any
time before January 1, 1995, eligible to participate in the Prior Plan and whose
Annual Rate of Pay is $90,000 or more as of both (i) the date on which an
Initial Election is filed with the Administrator and (ii) the first day of each
calendar year beginning after December 31, 1994.

                 (c) Each employee of a Participating Company who has an Annual
Rate of Pay of $125,000 as of each of (i) June 30, 2002; (ii) the date on which
an Initial Election is filed with the Administrator and (iii) the first day of
each calendar year beginning after December 31, 2002.

                 (d) Each employee of a Participating Company whose Annual Rate
of Pay is $200,000 or more as of both (i) the date on which an Initial Election
is filed with the Administrator and (ii) the first day of the calendar year in
which such Initial Election is filed.

                 (e) Each New Key Employee.

                 (f) Each other employee of a Participating Company who is
designated by the Committee, in its discretion, as an Eligible Employee.

          2.21. "Fair Market Value"

                 (a) If shares of Company Stock are listed on a stock exchange,
Fair Market Value shall be determined based on the last reported sale price of a
share on the principal exchange on which shares are listed on the last trading
day prior to the date of determination; or

                 (b) If shares of Company Stock are not so listed, but trades of
shares are reported on the Nasdaq National Market the last quoted sale price of
a share on the Nasdaq National Market on the last trading day prior to the date
of determination.

                 (c) If shares of Company Stock are not so listed nor trades of
shares so reported, Fair Market Value shall be determined by the Committee in
good faith.

                                       -4-

<PAGE>

          2.22. "Former Eligible Employee" means an employee of a Participating
Company who, as of any relevant date, does not satisfy the requirements of an
"Eligible Employee" but who previously met such requirements under the Plan or
the Prior Plan.

          2.23. "Grandfathered Participant" means an Inactive Participant who,
on or before December 31, 1991, entered into a written agreement with the
Company to terminate service to the Company or gives written notice of intention
to terminate service to the Company, regardless of the actual date of
termination of service.

          2.24. "Hardship" means a Participant's severe financial hardship due
to an unforeseeable emergency resulting from a sudden and unexpected illness or
accident of the Participant, or, a sudden and unexpected illness or accident of
a dependent (as defined by section 152(a) of the Code) of the Participant, or
loss of the Participant's property due to casualty, or other similar and
extraordinary unforeseeable circumstances arising as a result of events beyond
the control of the Participant. A need to send the Participant's child to
college or a desire to purchase a home is not an unforeseeable emergency. No
Hardship shall be deemed to exist to the extent that the financial hardship is
or may be relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by borrowing from commercial sources on reasonable commercial
terms to the extent that this borrowing would not itself cause a severe
financial hardship, (c) by cessation of deferrals under the Plan, or (d) by
liquidation of the Participant's other assets (including assets of the
Participant's spouse and minor children that are reasonably available to the
Participant) to the extent that this liquidation would not itself cause severe
financial hardship. For the purposes of the preceding sentence, the
Participant's resources shall be deemed to include those assets of his spouse
and minor children that are reasonably available to the Participant; however,
property held for the Participant's child under an irrevocable trust or under a
Uniform Gifts to Minors Act custodianship or Uniform Transfers to Minors Act
custodianship shall not be treated as a resource of the Participant. The Board
shall determine whether the circumstances of the Participant constitute an
unforeseeable emergency and thus a Hardship within the meaning of this Section.
Following a uniform procedure, the Board's determination shall consider any
facts or conditions deemed necessary or advisable by the Board, and the
Participant shall be required to submit any evidence of the Participant's
circumstances that the Board requires. The determination as to whether the
Participant's circumstances are a case of Hardship shall be based on the facts
of each case; provided however, that all determinations as to Hardship shall be
uniformly and consistently made according to the provisions of this Section for
all Participants in similar circumstances.

          2.25. "Inactive Participant" means each Participant (other than a
Retired Participant, Deceased Participant or Disabled Participant) who is not in
active service as an Outside Director and is not actively employed by a
Participating Company.

          2.26. "Income Fund" means a hypothetical investment fund pursuant to
which income, gains and losses are credited to a Participant's Account as if the
Account, to the extent deemed invested in the Income Fund, were credited with
interest at the Applicable Interest Rate.

          2.27. "Initial Election" means a written election on a form provided
by the Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which an Outside Director or an Eligible Employee may:

                                       -5-

<PAGE>

                    (a) Elect to defer all or any portion of the Compensation
payable for the performance of services as an Outside Director or as an Eligible
Employee following the time that such election is filed; and

                    (b) Designate the time of payment of the amount of deferred
Compensation to which the Initial Election relates.

              2.28. "Insider" means an Eligible Employee or Outside Director
who is subject to the short-swing profit recapture rules of section 16(b) of the
Securities Exchange Act of 1934, as amended.

              2.29. "New Key Employee" means each employee of a Participating
Company

                    (a) Who becomes an employee of a Participating Company and
has an Annual Rate of Pay of $200,000 or more as of his employment commencement
date; and

                    (b) Who has an Annual Rate of Pay that is increased to
$200,000 or more and who, immediately preceding such increase, was not an
Eligible Employee.

              2.30. "Normal Retirement" means:

                    (a) For a Participant who is an employee of a Participating
Company immediately preceding his termination of employment, a 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; and

                    (b) For a Participant who is an Outside Director immediately
preceding his termination of service, his normal retirement from the Board.

              2.31. "Outside Director" means a member of the Board, who is not
an employee of a Participating Company.

              2.32. "Participant" means each individual who has made an Initial
Election, or for whom an Account is established pursuant to Section 5.1, and who
has an undistributed amount credited to an Account under the Plan, including an
Active Participant, a Deceased Participant and an Inactive Participant.

              2.33. "Participating Company" means:

                    (a) The Company;

                    (b) Comcast Corporation;

                    (c) Comcast Cable Communications, Inc. and its subsidiaries;

                    (d) Comcast International Holdings, Inc.;

                    (e) Comcast Online Communications, Inc.;

                                       -6-

<PAGE>

                    (f) Comcast Business Communications, Inc.; and

Any other entities that are subsidiaries of the Company as designated by the
Committee in its sole discretion.

Effective January 1, 2003, the "Participating Company" shall also include
Comcast Cable Communications Holdings, Inc. (formerly known as AT&T Broadband
Corp.) and its subsidiaries.

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

              2.35. "Plan" means the AT&T Comcast Corporation 2002
Deferred Compensation Plan, as set forth herein, and as amended from time to
time.

              2.36. "Prime Rate" means the annual rate of interest identified by
PNC Bank as its prime rate as of a Participant's employment termination date and
as of the first day of each calendar year beginning thereafter.

              2.37. "Prior Plan" means the Comcast Corporation 1996 Deferred
Compensation Plan, as in effect immediately preceding the amendment, restatement
and renaming of the Plan as the AT&T Comcast Corporation 2002 Deferred
Compensation Plan.

              2.38. "Retired Participant" means a Participant who has terminated
service pursuant to a Normal Retirement.

              2.39. "Severance Pay" means any amount identified by a
Participating Company as severance-pay, or any amount which is payable on
account of periods beginning after the last date on which an employee (or former
employee) is required to report for work for a Participating Company.

              2.40. "Subsequent Election" means a written election on a form
provided by the Administrator, filed with the Administrator in accordance with
Article 3, pursuant to which a Participant or Beneficiary may elect to defer
(or, in limited cases, accelerate) the time of payment or to change the manner
of payment of amounts previously deferred in accordance with the terms of a
previously made Initial Election or Subsequent Election.

              2.41. "Surviving Spouse" means the widow or widower, as the case
may be, of a Deceased Participant or a Deceased Beneficiary (as applicable).

              2.42. "Terminating Event" means either of the following events:

                    (a) the liquidation of the Company; or

                    (b) a Change of Control.

                                      -7-

<PAGE>

               2.43. "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.

                  ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS

               3.1. Elections.

                    (a) Initial Elections. Each Outside Director and Eligible
Employee shall have the right to defer all or any portion of the Compensation
(including bonuses, if any) that he would otherwise be entitled to receive in a
calendar year by filing an Initial Election at the time and in the manner
described in this Article 3; provided that Severance Pay shall be included as
"Compensation" for purposes of this Section 3.1 only to the extent permitted by
the Administrator in its sole discretion. The Compensation of such Outside
Director or Eligible Employee for a calendar year shall be reduced in an amount
equal to the portion of the Compensation deferred by such Outside Director or
Eligible Employee for such calendar year pursuant to such Outside Director's or
Eligible Employee's Initial Election. Such reduction shall be effected on a pro
rata basis from each periodic installment payment of such Outside Director's or
Eligible Employee's Compensation for the calendar year (in accordance with the
general pay practices of the Participating Company), and credited, as a
bookkeeping entry, to such Outside Director's or Eligible Employee's Account in
accordance with Section 5.1.

                    (b) Subsequent Elections. Each Participant or Beneficiary
shall have the right to elect to defer (or, in limited cases, accelerate) the
time of payment or to change the manner of payment of amounts previously
deferred in accordance with the terms of a previously made Initial Election
pursuant to the terms of the Plan by filing a Subsequent Election at the time,
to the extent, and in the manner described in this Article 3.

               3.2. Filing of Initial Election: General. An Initial
Election shall be made on the form provided by the Administrator for this
purpose. Except as provided in Section 3.3, no such Initial Election shall be
effective unless it is filed with the Administrator on or before December 31 of
the calendar year preceding the calendar year to which the Initial Election
applies.

               3.3. Filing of Initial Election by New Key Employees.
Notwithstanding Section 3.1 and Section 3.2, a New Key Employee may elect to
defer all or any portion of his Compensation to be earned in the calendar year
in which the New Key Employee was employed, beginning with the payroll period
next following the filing of an Initial Election with the Administrator and
before the close of such calendar year by making and filing the Initial Election
with the Administrator within 30 days of such New Key Employee's date of hire or
within 30 days of the date such New Key Employee first becomes eligible to
participate in the Plan. Any Initial Election by such New Key Employee for
succeeding calendar years shall be made in accordance with Section 3.1 and
Section 3.2.

               3.4. Calendar Years to which Initial Election May Apply. A
separate Initial Election may be made for each calendar year as to which an
Outside Director or Eligible Employee desires to defer all or any portion of
such Outside Director's or Eligible Employee's Compensation. The failure of an
Outside Director or Eligible Employee to make an Initial

                                      -8-

<PAGE>

Election for any calendar year shall not affect such Outside Director's or
Eligible Employee's right to make an Initial Election for any other calendar
year.

                    (a) Initial Election of Distribution Date. Each Outside
Director or Eligible Employee shall, contemporaneously with an Initial Election,
also elect the time of payment of the amount of the deferred Compensation to
which such Initial Election relates; provided, however, that, subject to
acceleration pursuant to Section 3.5(e) or (f), Section 3.7, Section 7.1, 7.2,
or Article 8, no distribution may commence earlier than January 2nd of the
second calendar year beginning after the date the Initial Election is filed with
the Administrator, nor later than January 2nd of the eleventh calendar year
beginning after the date the Initial Election is filed with the Administrator.
Further, each Outside Director or Eligible Employee may select with each Initial
Election the manner of distribution in accordance with Article 4.

               3.5. Subsequent Elections.

                    (a) Active Participants. Each Active Participant, who has
made an Initial Election, or who has made a Subsequent Election, may elect to
change the manner of distribution or defer the time of payment of any part or
all of such Participant's Account for a minimum of two and a maximum of ten
additional years from the previously-elected payment date, by filing a
Subsequent Election with the Administrator on or before the close of business on
June 30 of the calendar year preceding the calendar year in which the lump-sum
distribution or initial installment payment would otherwise be made. The number
of Subsequent Elections under this Section 3.5(a) shall not be limited.

                    (b) Inactive Participants. The Committee may, in its sole
and absolute discretion, permit an Inactive Participant to make a Subsequent
Election to change the manner of distribution, or defer the time of payment of
any part or all of such Inactive Participant's Account for a minimum of two
years and a maximum of ten additional years from the previously-elected payment
date, by filing a Subsequent Election with the Administrator on or before the
close of business on June 30 of the calendar year preceding the calendar year in
which the lump-sum distribution or initial installment payment would otherwise
be made. The number of Subsequent Elections under this Section 3.5(b) shall be
determined by the Committee in its sole and absolute discretion.

                    (c) Surviving Spouses.

                         (i) General Rule. A Surviving Spouse who is a Deceased
Participant's Beneficiary may elect to change the manner of distribution, or
defer the time of payment, of any part or all of such Deceased Participant's
Account the payment of which would be made neither within six (6) months after,
nor within the calendar year of, the date of such election. Such election shall
be made by filing a Subsequent Election with the Administrator in which the
Surviving Spouse shall specify the change in the manner of distribution or the
change in the time of payment, which shall be no less than two nor more than ten
years from the previously-elected payment date, or such Surviving Spouse may
elect to defer payment until such Surviving Spouse's death. A Surviving Spouse
may make a total of two (2) Subsequent Elections under this Section 3.5(c)(i),
with respect to all or any part of the Deceased Participant's

                                      -9-

<PAGE>

Account. Subsequent Elections pursuant to this Section 3.5(c)(i) may specify
different changes with respect to different parts of the Deceased Participant's
Account.

                         (ii) Exception. Notwithstanding the above Section
3.5(c)(i), a Subsequent Election may be made by a Surviving Spouse within sixty
(60) days of the Deceased Participant's death; provided, however, such election
may only be made with respect to amounts which would not be paid under the
Deceased Participant's election as in effect on the date of the Deceased
Participant's death until a date which is at least six (6) months from the
Deceased Participant's date of death. Such election shall be made by filing a
Subsequent Election with the Administrator in which the Surviving Spouse shall
specify the change in the manner of distribution or the change in the time of
payment, which shall be no less than two (2) nor more than ten (10) years from
the previously-elected payment date, or such Surviving Spouse may elect to defer
payment until such Surviving Spouse's death. A Surviving Spouse may only make
one (1) Subsequent Election under this Section 3.5(c)(ii) with respect to all or
any part of the Deceased Participant's Account. Such Surviving Spouse may,
however, make one additional Subsequent Election under Section 3.5(c)(i) in
accordance with the terms of Section 3.5(c)(i). The one (1) Subsequent Election
permitted under this Section 3.5(c)(ii) may specify different changes for
different parts of the Deceased Participant's Account.

                    (d) Beneficiary of a Deceased Participant Other Than a
Surviving Spouse.

                         (i)  General Rule. A Beneficiary of a Deceased
Participant (other than a Surviving Spouse) may elect to change the manner of
distribution, or defer the time of payment, of any part or all of such Deceased
Participant's Account the payment of which would be made neither within six (6)
months after, nor within the calendar year of, the date of such election. Such
election shall be made by filing a Subsequent Election with the Administrator in
which the Beneficiary shall specify the change in the manner of distribution or
the change in the time of payment, which shall be no less than two (2) nor more
than ten (10) years from the previously-elected payment date. A Beneficiary may
make one (1) Subsequent Election under this Section 3.5(d)(i), with respect to
all or any part of the Deceased Participant's Account. Subsequent Elections
pursuant to this Section 3.5(d)(i) may specify different changes for different
parts of the Deceased Participant's Account.

                         (ii) Exception. Notwithstanding the above Section
3.5(d)(i), a Subsequent Election may be made by a Beneficiary within sixty (60)
days of the Deceased Participant's death; provided, however, such election may
only be made with respect to amounts which would not be paid under the Deceased
Participant's election as in effect on the date of the Deceased Participant's
death until a date which is at least six (6) months from the Deceased
Participant's date of death. Such election shall be made by filing a Subsequent
Election with the Administrator in which the Beneficiary shall specify the
change in the manner of distribution or the change in the time of payment, which
shall be no less than two (2) nor more than ten (10) years from the
previously-elected payment date. A Beneficiary may make one (1) Subsequent
Election under this Section 3.5(d)(ii) with respect to all or any part of the
Deceased Participant's Account. Subsequent Elections pursuant to this Section
3.5(d)(ii) may specify different changes for different parts of the Deceased
Participant's Account.

                                      -10-

<PAGE>

               (e) Other Deferral and Acceleration by a Beneficiary. Any
Beneficiary (other than a Surviving Spouse who has made a Subsequent Election
under Section 3.5(c) or a Beneficiary who has made a Subsequent Election under
Section 3.5(d)) may elect to change the manner of distribution from the manner
of distribution in which payment of a Deceased Participant's Account would
otherwise be made, and

                    (i)    Defer the time of payment of any part or all of the
Deceased Participant's Account or deceased Beneficiary's Account for one
additional year from the date a payment would otherwise be made or begin
(provided that if a Subsequent Election is made pursuant to this Section
3.5(e)(i), the Deceased Participant's Account or deceased Beneficiary's Account
shall be in all events distributed in full on or before the fifth anniversary of
the Deceased Participant's or a deceased Beneficiary's death); or

                    (ii)   Accelerate the time of payment of a Deceased
Participant's Account or deceased Beneficiary's Account from the date or dates
that payment would otherwise be made or begin to the date that is the later of
(A) six (6) months after the date of the Deceased Participant's or deceased
Beneficiary's death and (B) January 2nd of the calendar year beginning after the
Deceased Participant's or deceased Beneficiary's death, provided that if a
Subsequent Election is made pursuant to this Section 3.5(e)(ii), the Deceased
Participant's Account or deceased Beneficiary's Account shall be distributed in
full on such accelerated payment date.

A Subsequent Election pursuant to this Section 3.5(e) must be filed with the
Administrator within one hundred and twenty (120) days following the Deceased
Participant's or deceased Beneficiary's death. One and only one Subsequent
Election shall be permitted pursuant to this Section 3.5(e) with respect to a
Deceased Participant's Account or deceased Beneficiary's Account, although if
such Subsequent Election is filed pursuant to Section 3.5(e)(i), it may specify
different changes for different parts of the Account.

               (f) Disabled Participant. A Disabled Participant (who has not
been permitted to make a Subsequent Election under Section 3.5(h)) may elect to
change the form of distribution from the form of distribution that the payment
of the Disabled Participant's Account would otherwise be made and may elect to
accelerate the time of payment of the Disabled Participant's Account from the
date payment would otherwise be made to January 2nd of the calendar year
beginning after the Participant became disabled. A Subsequent Election pursuant
to this Section 3.5(f) must be filed with the Administrator on or before the
close of business on the later of (i) the June 30 following the date the
Participant becomes a Disabled Participant if the Participant becomes a Disabled
Participant on or before May 1 of a calendar year; (ii) the 60th day following
the date the Participant becomes a Disabled Participant if the Participant
becomes a Disabled Participant after May 1 and before November 2 of a calendar
year or (iii) the December 31 following the date the Participant becomes a
Disabled Participant if the Participant becomes a Disabled Participant after
November 1 of a calendar year.

               (g) Retired Participant. A Retired Participant (who has not been
permitted to make a Subsequent Election under Section 3.5(h)) may elect to
change the form of distribution from the form of distribution that payment of
the Retired Participant's Account would otherwise be made and may elect to defer
the time of payment of the Retired Participant's Account for a minimum of two
additional years from the date payment would otherwise be made

                                      -11-

<PAGE>

(provided that if a Subsequent Election is made pursuant to this Section 3.5(g),
the Retired Participant's Account shall be distributed in full on or before the
fifth anniversary of the Retired Participant's Normal Retirement). A Subsequent
Election pursuant to this Section 3.5(g) must be filed with the Administrator on
or before the close of business on the later of (i) the June 30 following the
Participant's Normal Retirement on or before May 1 or a calendar year, (ii) the
60th day following the Participant's Normal Retirement after May 1 and before
November 2 of a calendar year or (iii) the December 31 following the
Participant's Normal Retirement after November 1 of a calendar year.

               (h) Retired Participants and Disabled Participants. The Committee
may, in its sole and absolute discretion, permit a Retired Participant or a
Disabled Participant to make a Subsequent Election to change the form of
distribution that the payment of the Retired Participant's account would
otherwise be made or to defer the time of payment of any part or all of such
Retired or Disabled Participant's Account for a minimum of two years and a
maximum of ten additional years from the previously-elected payment date, by
filing a Subsequent Election with the Administrator on or before the close of
business on June 30 of the calendar year preceding the calendar year in which
the lump-sum distribution or initial installment payment would otherwise be
made. The number of Subsequent Elections under this Section 3.5(h) shall be
determined by the Committee in its sole and absolute discretion.

               (i) Most Recently Filed Initial Election or Subsequent Election
Controlling. Subject to acceleration pursuant to Section 3.5(e) or 3.5(f),
Section 3.7 or Section 7.1, no distribution of the amounts deferred by a
Participant for any calendar year shall be made before the payment date
designated by the Participant or Beneficiary on the most recently filed Initial
Election or Subsequent Election with respect to each deferred amount.

         3.6. Distribution in Full Upon Terminating Event. The Company shall
give Participants 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 notwithstanding any other provision of
the Plan or the terms of any Initial Election or Subsequent Election, upon the
consummation of a Terminating Event, the Account balance of each Participant
shall be distributed in full and any outstanding Initial Elections or Subsequent
Elections shall be revoked.

         3.7. Withholding and Payment of Death Taxes.

               (a) Notwithstanding any other provisions of this Plan to the
contrary, including but not limited to the provisions of Article 3 and Article
7, or any Initial or Subsequent Election filed by a Deceased Participant or a
Deceased Participant's Beneficiary (for purposes of this Section, the
"Decedent"), the Administrator shall apply the terms of Section 3.7(b) to the
Decedent's Account unless the Decedent affirmatively has elected, in writing,
filed with the Administrator, to waive the application of Section 3.7(b).

               (b) Unless the Decedent affirmatively has elected, pursuant to
Section 3.7(a), that the terms of this Section 3.7(b) not apply:

                                      -12-

<PAGE>

                    (i)    The Administrator shall prohibit the Decedent's
Beneficiary from taking any action under any of the provisions of the Plan with
regard to the Decedent's Account other than the Beneficiary's making of a
Subsequent Election pursuant to Section 3.5;

                    (ii)   The Administrator shall defer payment of the
Decedent's Account until the later of the Death Tax Clearance Date and the
payment date designated in the Decedent's Initial Election or Subsequent
Election;

                    (iii)  The Administrator shall withdraw from the Decedent's
Account such amount or amounts as the Decedent's Personal Representative shall
certify to the Administrator as being necessary to pay the Death Taxes
apportioned against the Decedent's Account; the Administrator shall remit the
amounts so withdrawn to the Personal Representative, who shall apply the same to
the payment of the Decedent's Death Taxes, or the Administrator may pay such
amounts directly to any taxing authority as payment on account of Decedent's
Death Taxes, as the Administrator elects;

                    (iv)   If the Administrator makes a withdrawal from the
Decedent's Account to pay the Decedent's Death Taxes and such withdrawal causes
the recognition of income to the Beneficiary, the Administrator shall pay to the
Beneficiary from the Decedent's Account, within thirty (30) days of the
Beneficiary's request, the amount necessary to enable the Beneficiary to pay the
Beneficiary's income tax liability resulting from such recognition of income;
additionally, the Administrator shall pay to the Beneficiary from the Decedent's
Account, within thirty (30) days of the Beneficiary's request, such additional
amounts as are required to enable the Beneficiary to pay the Beneficiary's
income tax liability attributable to the Beneficiary's recognition of income
resulting from a distribution from the Decedent's Account pursuant to this
Section 3.7(b)(iv);

                    (v)    Amounts withdrawn from the Decedent's Account by the
Administrator pursuant to Sections 3.7(b)(iii) and 3.7(b)(iv) shall be withdrawn
from the portions of Decedent's Account having the earliest distribution dates
as specified in Decedent's Initial Election or Subsequent Election; and

                    (vi)   Within a reasonable time after the later to occur of
the Death Tax Clearance Date and the payment date designated in the Decedent's
Initial Election or Subsequent Election, the Administrator shall pay the
Decedent's Account to the Beneficiary.

                       ARTICLE 4 - MANNER OF DISTRIBUTION

         4.1. Manner of Distribution.

               (a) Amounts credited to an Account shall be distributed, pursuant
to an Initial Election or Subsequent Election in either (i) a lump sum payment
or (ii) substantially equal annual installments over a five (5), ten (10) or
fifteen (15) year period or (iii) substantially equal monthly installments over
a period not exceeding fifteen (15) years.

               (b) Notwithstanding any Initial Election or Subsequent Election
or any other provision of the Plan to the contrary:

                                      -13-

<PAGE>

                    (i)    distributions pursuant to Initial Elections or
Subsequent Elections shall be made in one lump sum payment unless the portion of
a Participant's Account subject to distribution, as of both the date of the
Initial Election or Subsequent Election and the benefit commencement date, is
more than $10,000;

                    (ii)   following a Participant's termination of employment
for any reason, if the amount credited to the Participant's Account is $25,000
or less, the Administrator may, in its sole discretion, direct that such amount
be distributed to the Participant (or Beneficiary, as applicable) in one lump
sum payment; provided, however, that this Section 4.1(b)(ii) shall not apply to
any amount credited to a Participant's Account until the expiration of the
deferral period applicable under any Initial Election or Subsequent Election in
effect as of April 29, 2002.

         4.2. Determination of Account Balances for Purposes of Distribution.
The amount of any distribution made pursuant to Section 4.1 shall be based on
the balances in the Participant's Account on the date of distribution. For this
purpose, the balance in a Participant's Account shall be calculated by crediting
income, gains and losses under the Company Stock Fund and Income Fund, as
applicable, through the date immediately preceding the date of distribution.

                           ARTICLE 5 - BOOK ACCOUNTS

         5.1. Deferred Compensation Account. A deferred Compensation Account
shall be established for each Outside Director and Eligible Employee when such
Outside Director or Eligible Employee becomes a Participant. Compensation
deferred pursuant to the Plan shall be credited to the Account on the date such
Compensation would otherwise have been payable to the Participant.

         5.2. Crediting of Income, Gains and Losses on Accounts.

               (a) In General. Except as otherwise provided in this Section 5.2,
the Administrator shall credit income, gains and losses with respect to each
Participant's Account as if it were invested in the Income Fund.

               (b) Investment Fund Elections.

                    (i)    All amounts credited to Participants' Accounts on and
after July 9, 2002 shall be credited with income, gains and losses as if it were
invested in the Income Fund. Each Participant who, as of July 9, 2002, has all
or any portion of his or her Account credited with income, gains and losses as
if it were invested in the Company Stock Fund may direct, as of December 31,
2002 or the last day of any Plan Year thereafter, to have all or any portion of
the amount credited to the Company Stock Fund deemed transferred to the Income
Fund. No portion of the Participant's Account credited to the Income Fund may be
deemed transferred to the Company Stock Fund.

                    (ii)   With respect to amounts credited to Participants'
Accounts through July 9, 2002, investment fund elections shall continue in
effect until revoked or superseded. All amounts credited to Participants'
Accounts on and after July 9, 2002 shall be

                                      -14-

<PAGE>

deemed to be invested in the Income Fund. Notwithstanding any investment fund
election to the contrary, as of the valuation date (as determined under Section
4.2) for the distribution of all or any portion of a Participant's Account that
is subject to distribution in the form of installments described in Section
4.1(a) or (b), such Account, or portion thereof, shall be deemed invested in the
Income Fund (and transferred from the Company Stock Fund to the Income Fund, to
the extent necessary) until such Account, or portion thereof, is distributed in
full.

                    (iii)  In the absence of an effective election, a
Participant shall be deemed to have elected to have the Account credited with
income, gains and losses as if it were invested in the Income Fund.

                    (iv)   Investment fund elections under this Section 5.2(b)
shall be effective as of the first day of each calendar year, provided that the
election is filed with the Committee on or before the close of business on
December 31 of the calendar year preceding such calendar year. An Active
Participant may only make an investment fund election with respect to the
Participant's accumulated Account as of December 31, and not with respect to
Compensation to be deferred for a calendar year.

                    (v)    If a Participant ceases to continue in service as an
Active Participant, then, notwithstanding any election to the contrary, such
Participant's Account shall be deemed invested in the Income Fund, effective as
of the first day of any calendar year beginning after such Participant ceases to
continue in service as an Active Participant.

               (c) Timing of Credits. Compensation deferred pursuant to the Plan
shall be deemed invested in the Income Fund on the date such Compensation would
otherwise have been payable to the Participant. Accumulated Account balances
subject to an investment fund election under Section 5.2(b) shall be deemed
invested in the applicable investment fund as of the effective date of such
election. The value of amounts deemed invested in the Company Stock Fund shall
be based on hypothetical purchases and sales of Company Stock at Fair Market
Value as of the effective date of an investment election.

         5.3. Status of Deferred Amounts. Regardless of whether or not the
Company is a Participant's employer, all Compensation deferred under this Plan
shall continue for all purposes to be a part of the general funds of the
Company.

         5.4. Participants' Status as General Creditors. Regardless of whether
or not the Company is a Participant's employer, an Account shall at all times
represent a general obligation of the Company. The Participant 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 the Participant's Accounts.
Nothing contained herein shall be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind. Nothing contained herein shall be
construed to eliminate any priority or preferred position of a Participant in a
bankruptcy matter with respect to claims for wages.

            ARTICLE 6 - NO ALIENATION OF BENEFITS; PAYEE DESIGNATION

         Except as otherwise required by applicable law, the right of any
Participant or Beneficiary to any benefit or interest under any of the
provisions of this Plan shall not be subject

                                      -15-

<PAGE>

to encumbrance, attachment, execution, garnishment, assignment, pledge,
alienation, sale, transfer, or anticipation, either by the voluntary or
involuntary act of any Participant or any Participant's Beneficiary or by
operation of law, nor shall such payment, right, or interest be subject to any
other legal or equitable process. However, subject to the terms and conditions
of the Plan, a Participant or Beneficiary may direct that any amount payable
pursuant to an Initial Election or a Subsequent Election on any date designated
for payment be paid to any person or persons or legal entity or entities,
including, but not limited to, an organization exempt from federal income tax
under section 501(c)(3) of the Code, instead of to the Participant or
Beneficiary. Such a payee designation shall be provided to the Administrator by
the Participant or Beneficiary in writing on a form provided by the
Administrator, and shall not be effective unless it is provided immediately
preceding the time of payment. The Company's payment pursuant to such a payee
designation shall relieve the Company and its Affiliates of all liability for
such payment.

                        ARTICLE 7 - DEATH OF PARTICIPANT

          7.1. Death of Participant. A Deceased Participant's Account shall be
distributed in accordance with the last Initial Election or Subsequent Election
made by the Deceased Participant before the Deceased Participant's death, unless
the Deceased Participant's Surviving Spouse or other Beneficiary timely elects
to accelerate or defer the time or change the manner of payment pursuant to
Section 3.5.

          7.2. Designation of Beneficiaries. Each Participant and Beneficiary
shall have the right to designate one or more Beneficiaries to receive
distributions in the event of the Participant's or Beneficiary's death by filing
with the Administrator a Beneficiary designation on the form provided by the
Administrator for such purpose. The designation of a Beneficiary or
Beneficiaries may be changed by a Participant or Beneficiary at any time prior
to such Participant's or Beneficiary's death by the delivery to the
Administrator of a new Beneficiary designation form.

                       ARTICLE 8 - HARDSHIP DISTRIBUTIONS

          Notwithstanding the terms of an Initial Election or Subsequent
Election, if, at the Participant's request, the Board determines that the
Participant has incurred a Hardship, the Board may, in its discretion, authorize
the immediate distribution of all or any portion of the Participant's Account.

                           ARTICLE 9 - INTERPRETATION

          9.1. Authority of Committee. The Committee shall have full and
exclusive authority to construe, interpret and administer this Plan and the
Committee's construction and interpretation thereof shall be binding and
conclusive on all persons for all purposes.

          9.2. Claims Procedure. If an individual (hereinafter referred to as
the "Applicant," which reference shall include the legal representative, if any,
of the individual) does not receive timely payment of benefits to which the
Applicant believes he is entitled under the Plan, the Applicant may make a claim
for benefits in the manner hereinafter provided.

                                      -16-

<PAGE>

          An Applicant may file a claim for benefits with the Administrator on a
form supplied by the Administrator. If the Administrator wholly or partially
denies a claim, the Administrator shall provide the Applicant with a written
notice stating:

                (a) The specific reason or reasons for the denial;

                (b) Specific reference to pertinent Plan provisions on which the
denial is based;

                (c) A description of any additional material or information
necessary for the Applicant to perfect the claim and an explanation of why such
material or information is necessary; and

                (d) Appropriate information as to the steps to be taken in order
to submit a claim for review.

Written notice of a denial of a claim shall be provided within 90 days of the
receipt of the claim, provided that if special circumstances require an
extension of time for processing the claim, the Administrator may notify the
Applicant in writing that an additional period of up to 90 days will be required
to process the claim.

          If the Applicant's claim is denied, the Applicant shall have 60 days
from the date of receipt of written notice of the denial of the claim to request
a review of the denial of the claim by the Administrator. Request for review of
the denial of a claim must be submitted in writing. The Applicant shall have the
right to review pertinent documents and submit issues and comments to the
Administrator in writing. The Administrator shall provide a written decision
within 60 days of its receipt of the Applicant's request for review, provided
that if special circumstances require an extension of time for processing the
review of the Applicant's claim, the Administrator may notify the Applicant in
writing that an additional period of up to 60 days shall be required to process
the Applicant's request for review.

          It is intended that the claims procedures of this Plan be administered
in accordance with the claims procedure regulations of the Department of Labor
set forth in 29 CFR (S) 2560.503-1.

          Claims for benefits under the Plan must be filed with the
Administrator at the following address:

          AT&T Comcast Corporation
          1500 Market Street
          Philadelphia, PA 19102
          Attention: General Counsel

                      ARTICLE 10 - AMENDMENT OR TERMINATION

          10.1. Amendment or Termination. Except as otherwise provided by
Section 10.2, the Company, by action of the Board or by action of the Committee,
shall have the right at

                                      -17-

<PAGE>

any time, or from time to time, to amend or modify this Plan. The Company, by
action of the Board, shall have the right to terminate this Plan at any time.

          10.2. Amendment of Rate of Credited Earnings. No amendment shall
change the Applicable Interest Rate with respect to the portion of a
Participant's Account that is attributable to an Initial Election or Subsequent
Election made with respect to Compensation earned in a calendar year and filed
with the Administrator before the date of adoption of such amendment by the
Board. For purposes of this Section 10.2, a Subsequent Election to defer the
payment of part or all of an Account for an additional period after a
previously-elected payment date (as described in Section 3.5) shall be treated
as a separate Subsequent Election from any previous Initial Election or
Subsequent Election with respect to such Account.

                       ARTICLE 11 - WITHHOLDING OF TAXES

          Whenever the Participating Company is required to credit deferred
Compensation to the Account of a Participant, the Participating Company shall
have the right to require the Participant to remit to the Participating Company
an amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the date on which the deferred Compensation shall be
deemed credited to the Account of the Participant, or take any action whatever
that it deems necessary to protect its interests with respect to tax
liabilities. The Participating Company's obligation to credit deferred
Compensation to an Account shall be conditioned on the Participant's compliance,
to the Participating Company's satisfaction, with any withholding requirement.
To the maximum extent possible, the Participating Company shall satisfy all
applicable withholding tax requirements by withholding tax from other
Compensation payable by the Participating Company to the Participant, or by the
Participant's delivery of cash to the Participating Company in an amount equal
to the applicable withholding tax.

                     ARTICLE 12 - MISCELLANEOUS PROVISIONS

          12.1. No Right to Continued Employment. Nothing contained herein shall
be construed as conferring upon any Participant the right to remain in service
as an Outside Director or in the employment of a Participating Company as an
executive or in any other capacity.

          12.2. Expenses of Plan. All expenses of the Plan shall be paid by the
Participating Companies.

          12.3. Gender and Number. Whenever any words are used herein in any
specific gender, they shall be construed as though they were also used in any
other applicable gender. The singular form, whenever used herein, shall mean or
include the plural form, and vice versa, as the context may require.

          12.4. Law Governing Construction. The construction and administration
of the Plan and all questions pertaining thereto, shall be governed by the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and other
applicable federal law and, to the extent not governed by federal law, by the
laws of the Commonwealth of Pennsylvania.

          12.5. Headings Not a Part Hereof. Any headings preceding the text of
the several Articles, Sections, subsections, or paragraphs hereof are inserted
solely for convenience

                                      -18-

<PAGE>

of reference and shall not constitute a part of the Plan, nor shall they affect
its meaning, construction, or effect.

          12.6. Severability of Provisions. If any provision of this Plan is
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provision determined to be void.

                          ARTICLE 13 - EFFECTIVE DATE

          The effective date of this amendment and restatement of the Plan shall
be 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.

                                      -19-

<PAGE>

          IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be
executed by its officers thereunto duly authorized, and its corporate seal to be
affixed hereto, 29/th/ day of October, 2002.



                                        COMCAST CORPORATION


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


                                        ATTEST:

                                        /s/ Arthur R. Block
                                        ----------------------------------------

                                      -20-