EXHIBIT 4.16


                               COMCAST CORPORATION


                       [                                   ]


                                       AND


                        THE HOLDERS FROM TIME TO TIME OF
                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN



                                DEPOSIT AGREEMENT



                          Dated as of __________, ____




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                                TABLE OF CONTENTS

                                                                           PAGE

                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.     Definitions..................................................1


                                    ARTICLE 2
      FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER,
                      SURRENDER AND REDEMPTION OF RECEIPTS

Section 2.01.     Form and Transfer of Receipts................................2
Section 2.02.     Deposit of Stock; Execution and Delivery of Receipts in
                  Respect Thereof..............................................3
Section 2.03.     Registration of Transfer of Receipts.........................4
Section 2.04.     Split-ups and Combinations of Receipts; Surrender of Receipts
                  and Withdrawal of Stock......................................4
Section 2.05.     Limitations on Execution and Delivery, Transfers, Surrender
                  and Exchange of Receipts.....................................5
Section 2.06.     Lost Receipts, Etc...........................................5
Section 2.07.     Optional Redemption of Stock.................................6
Section 2.08.     Cancellation and Destruction of Surrendered Receipts.........7


                                    ARTICLE 3
           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

Section 3.01.     Filing Proofs, Certificates and other Information............7
Section 3.02.     Payment of Taxes or other Governmental Charges...............7
Section 3.03.     Warranty as to Stock.........................................8


                                    ARTICLE 4
                        THE DEPOSITED SECURITIES; NOTICES

Section 4.01.     Cash Distributions...........................................8
Section 4.02.     Distributions other than Cash, Rights, Preferences or
                  Privileges...................................................8
Section 4.03.     Subscription Rights, Preferences or Privileges...............9
Section 4.04.     Notice of Dividends, Etc.; Fixing Record Date for Holders
                  of Receipts.................................................10
Section 4.05.     Voting Rights...............................................10
Section 4.06.     Changes Affecting Deposited Securities and Reclassifications,
                  Recapitalizations, Etc......................................10
Section 4.07.     Delivery of Reports.........................................11


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Section 4.08.     Lists of Receipt Holders....................................11


                                    ARTICLE 5
     THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY

Section 5.01.     Maintenance of Offices, Agencies and Transfer Books by
                  the Depositary; Registrar...................................11
Section 5.02.     Prevention of or Delay in Performance by the Depositary
                  or the Company..............................................12
Section 5.03.     Obligation of the Depositary and the Company................12
Section 5.04.     Resignation and Removal of the Depositary; Appointment
                  of Successor  Depositary....................................13
Section 5.05.     Corporate Notices and Reports...............................14
Section 5.06.     Indemnification.............................................14
Section 5.07.     Charges and Expenses........................................15


                                    ARTICLE 6
                            AMENDMENT AND TERMINATION

Section 6.01.     Amendment...................................................15
Section 6.02.     Termination.................................................15


                                    ARTICLE 7
                                  MISCELLANEOUS

Section 7.01.     Counterparts................................................17
Section 7.02.     Exclusive Benefit of Parties................................17
Section 7.03.     Invalidity of Provisions....................................17
Section 7.04.     Notices.....................................................17
Section 7.05.     Depositary's Agents.........................................18
Section 7.06.     Holders of Receipts are Parties.............................18
Section 7.07.     Governing Law...............................................18
Section 7.08.     Inspection of Deposit Agreement.............................18
Section 7.09.     Headings....................................................18

EXHIBIT A -- Form of Receipt


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     DEPOSIT AGREEMENT dated as of __________, _____, among COMCAST CORPORATION,
a Pennsylvania corporation, [ ], a [ ] banking corporation, and the holders from
time to time of the Receipts described herein.

     WHEREAS, it is desired to provide as hereinafter set forth in this Deposit
Agreement, for the deposit from time to time of shares of [specify designation
of Series of Preferred Stock], without par value, stated value $__ per share, of
Comcast Corporation with the Depositary for the purposes set forth in this
Deposit Agreement and for the issuance hereunder of Receipts evidencing
Depositary Shares in respect of the Stock so deposited; and

     WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modification and omissions, as
hereinafter provided in this Deposit Agreement;

     NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:

                                   Article 1
                                   DEFINITIONS

     Section 1.01 Definitions. The following definitions shall for all purposes,
unless otherwise indicated, apply to the respective terms used in this Deposit
Agreement:

     "Certificate" shall mean the Certificate of Designation of Preferences and
Rights filed or to be filed with the Secretary of State of the State of
Pennsylvania establishing the Stock as a series of preferred stock, without par
value, of the Company.

     "Company" shall mean Comcast Corporation, a Pennsylvania corporation, and
its successors.

     "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

     "Depositary" shall mean [ ], or any successor as Depositary hereunder.

     "Depositary Shares" shall mean Depositary Shares, each representing
[specify fraction] share(s) of Stock and evidenced by a Receipt.

     "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.

     "Depositary's Office" shall mean the principal corporate trust office of
the Depositary in [_________], at which at any particular time its depositary
receipt business shall be administered.


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     "Holder" as applied to a Receipt shall mean the person in whose name a
Receipt is registered on the books of the Depositary maintained for such
purpose.

     "Receipt" shall mean one of the Depositary Receipts, substantially in the
form set forth as Exhibit A hereto, issued hereunder, whether in definitive or
temporary form and evidencing the number of Depositary Shares held of record by
the holder of such Depositary Shares.

     "Registrar" shall mean the Depositary or such other bank or trust company
that shall be appointed to register ownership and transfers of Receipts as
herein provided as well as to effect transfers and the distribution of dividends
with respect to the Stock.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Stock" shall mean shares of the Company's _____ Preferred Stock, without
par value, stated value $_____ per share.

                                   Article 2
      FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER,
                      SURRENDER AND REDEMPTION OF RECEIPTS

     Section 2.01 Form and Transfer of Receipts. Definitive Receipts shall be
engraved or printed or lithographed on steel-engraved borders, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the
preparation of definitive Receipts, the Depositary, upon the written order of
the Company delivered in compliance with Section 2.02, shall execute and deliver
temporary Receipts that are printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor of the definitive Receipts in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the persons executing such Receipts may determine, as
evidenced by their execution of such Receipts. If temporary Receipts are issued,
the Company and the Depositary will cause definitive Receipts to be prepared
without unreasonable delay. After the preparation of definitive Receipts, the
temporary Receipts shall be exchangeable for definitive Receipts upon surrender
of the temporary Receipts at an office described in the penultimate paragraph of
Section 2.02, without charge to the holder. Upon surrender for cancellation of
any one or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of Depositary
Shares as are represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge therefor.
Until so exchanged, the temporary Receipts shall in all respects be entitled to
the same benefits under this Deposit Agreement, and with respect to the Stock,
as definitive Receipts.

     Receipts shall be executed by the Depositary by the manual or facsimile
signature of a duly authorized signatory of the Depositary and, if a Registrar
for the Receipts shall have been appointed, countersigned by the manual
signature of a duly authorized signatory of the Registrar; provided that no
Receipt shall be entitled to any benefits under this Deposit Agreement or be
valid or obligatory for any purpose unless it shall have been executed manually
by a duly


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authorized signatory of the Depositary or, if a Registrar for the Receipts shall
have been appointed, by facsimile signature of a duly authorized signatory of
the Depositary and countersigned manually by a duly authorized signatory of such
Registrar. The Depositary shall record on its books each Receipt so signed and
delivered as hereinafter provided.

     Receipts shall be in denominations of any number of whole Depositary
Shares.

     Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.

     Title to Depositary Shares evidenced by a Receipt that is properly endorsed
or accompanied by a properly executed instrument of transfer shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.03, the
Depositary may, notwithstanding any notice to the contrary, treat the holder of
record at such time as the absolute owner thereof for the purpose of determining
the person entitled to distributions of dividends or other distributions or to
any notice provided for in this Deposit Agreement and for all other purposes.

     Section 2.02 Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
the Company may from time to time deposit shares of Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for the
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit
Agreement, and together with a written order of the Company directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order a Receipt or Receipts for the number of
Depositary Shares representing such deposited Stock.

     Deposited Stock shall be held by the Depositary at the Depositary's office
or at such other place or places as the Depositary shall determine.

     Upon receipt by the Depositary of a certificate or certificates for Stock
deposited in accordance with the provisions of this Section, together with the
other documents required as above specified, and upon recordation of the Stock
on the books of the Company in the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver, to or upon the order of the person or persons named in the
written order delivered to the Depositary referred to in the first paragraph of
this Section, a Receipt or Receipts for the number of Depositary Shares
representing the Stock so deposited and


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registered in such name or names as may be requested by such person or persons.
The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.

     Other than in the case of splits, combinations or other reclassifications
affecting the Stock, or in the case of dividends or other distributions of
Stock, if any, there shall be deposited hereunder not more than __________
shares of Stock.

     Section 2.03 Registration of Transfer of Receipts. Subject to the terms and
conditions of this Deposit Agreement, including payment of the fees of the
Depositary as provided in Section 5.07, the Depositary shall register on its
books from time to time transfers of Receipts upon any surrender thereof by the
holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.

     Section 2.04 Split-ups and Combinations of Receipts; Surrender of Receipts
and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the
Depositary's Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered.

     Any holder of a Receipt or Receipts representing any number of whole shares
of Stock may withdraw the Stock and all money and other property, if any,
represented thereby by surrendering such Receipt or Receipts at the Depositary's
Office or at such other offices as the Depositary may designate for such
withdrawals. Upon payment of the fees of the Depositary for the withdrawal of
Stock as provided in Section 5.07 and payment of all taxes and without
unreasonable delay, the Depositary shall deliver to such holder or to the person
or persons designated by such holder as hereinafter provided, the number of
whole shares of Stock and all money and other property, if any, represented by
the Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor. If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or pursuant to his order, upon payment of
the fees of the Depositary for the withdrawal of Stock as provided in Section
5.07 and payment of all taxes, a new Receipt evidencing such excess number of
Depositary Shares. Delivery of the Stock and money and other property, if any,
being withdrawn may be made by


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the delivery of such certificates, documents of title and other instruments as
the Depositary may deem appropriate.

     If the Stock and the money and other property, if any, being withdrawn are
to be delivered to a person or persons other than the holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, such holder shall execute
and deliver to the Depositary a written order so directing the Depositary and
the Depositary may require that the Receipt or Receipts surrendered by such
holder for the withdrawal of such shares of Stock be properly endorsed in blank
or accompanied by a properly executed instrument of transfer in blank.

     Delivery of the Stock and the money and other property, if any, represented
by Receipts surrendered for withdrawal shall be made by the Depositary at the
Depositary's Office, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder thereof,
such delivery may be made at such other place as may be designated by such
holder.

     Section 2.05 Limitations on Execution and Delivery, Transfers, Surrender
and Exchange of Receipts. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination, surrender or exchange
of any Receipt, the Depositary, any of the Depositary's Agents or the Company
may require payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement.

     The deposit of Stock may be refused, the delivery of Receipts against Stock
may be suspended, the registration of transfer of Receipts may be refused and
the registration of transfer, surrender or exchange of outstanding Receipts may
be suspended (i) during any period when the register of stockholders of the
Company is closed or (ii) if any such action is deemed necessary or advisable by
the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit
Agreement.

     Section 2.06 Lost Receipts, Etc. In case any receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its discretion may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt upon cancellation thereof, or in lieu of and in substitution
for such destroyed, lost or stolen Receipt. Before the Depositary shall execute
and deliver a new Receipt in substitution for a destroyed, lost or stolen
Receipt, the holder thereof shall have (i) filed with the Depositary (a) a
request for such execution and delivery before the Depositary has received
notice that the Receipt has been acquired by a bona fide purchaser and (b) a
sufficient indemnity bond (if so requested by the Depositary) and (ii) satisfied
any other reasonable requirements imposed by the Depositary.


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     Section 2.07 Optional Redemption of Stock. If the Company shall elect to
redeem shares of Stock pursuant to the Certificate, it shall (unless otherwise
agreed in writing with the Depositary) give the Depositary not less than 45
days' notice of the date of such proposed redemption of Stock and of the number
of shares of Stock held by the Depositary to be redeemed. On the date of such
redemption, provided that the Company shall then have paid in full to the
Depositary the redemption price (determined pursuant to the Certificate) of the
Stock deposited with the Depositary to be redeemed, the Depositary shall redeem
(using the proceeds of such redemption) the Depositary Shares relating to such
Stock. The Depositary shall mail, first class postage prepaid, notice of the
redemption of Stock and the proposed simultaneous redemption of the Depositary
Shares relating to the Stock to be redeemed, not less than 30 days and not more
than 60 days prior to the date fixed for redemption of such Stock and Depositary
Shares (the "Redemption Date"), to the holders on the record date fixed for such
redemption pursuant to Section 4.04 of the Receipts evidencing the Depositary
Shares to be so redeemed, at the addresses of such holders as the same appear on
the records of the Depositary; but neither failure to mail any such notice to
one or more such holders nor any defect in any notice shall affect the
sufficiency of the proceedings for redemption as to the other holders. The
Company shall provide the Depositary with such notice, and each such notice
shall state: (i) the record date for purposes of such redemption; (ii) the
Redemption Date; (iii) the number of Depositary Shares to be redeemed and, if
fewer than all the Depositary Shares held by any holder are to be redeemed, the
number of Depositary Shares held by such holder to be so redeemed; (iv) the
redemption price; (v) the place or places where Receipts evidencing Depositary
Shares to be redeemed are to be surrendered for payment of the redemption price;
and (vi) that dividends in respect of the Stock represented by the Depositary
Shares to be redeemed will cease to accrue at the close of business on such
Redemption Date. In case fewer than all the outstanding Depositary Shares are to
be redeemed, the Depositary Shares to be redeemed shall be selected by lot or by
any other substantially equivalent method determined by the Depositary.

     Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Company shall have failed to redeem the shares
of Stock to be redeemed by it as set forth in the Company's notice provided for
in the preceding paragraph) all dividends in respect of the shares of Stock
called for redemption shall cease to accrue, the Depositary Shares called for
redemption shall be deemed no longer to be outstanding and all rights of the
holders of Receipts evidencing such Depositary Shares (except the right to
receive the redemption price) shall, to the extent of such Depositary Shares,
cease and terminate. Upon surrender in accordance with said notice of the
Receipts evidencing such Depositary Shares (properly endorsed or assigned for
transfer, if the Depositary shall so require), such Depositary Shares shall be
redeemed at a redemption price per Depositary Share equal to five (5) times the
redemption price per share paid in respect of shares of Stock pursuant to the
Certificate plus all money and other property, if any, represented by such
Depositary Shares, including all amounts paid by the Company in respect of
dividends that on the Redemption Date have accrued on the shares of Stock to be
so redeemed and that have not theretofore been paid. The foregoing shall be
subject further to the terms and conditions of the Certificate.

     If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the


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Depositary, together with payment of the redemption price for the Depositary
Shares called for redemption, a new Receipt evidencing the Depositary Shares
evidenced by such prior Receipt and not called for redemption.

     Except as provided in the preceding paragraph of this Section 2.07, the
Depositary shall not be required to transfer or exchange for another Receipt any
Receipt evidencing Depositary Shares called or being called for redemption in
whole or in part.

     The Depositary shall remit to the Company any funds deposited by or for the
account of the Company for the purpose of redeeming any Depositary Shares that
the holders thereof have failed to redeem after two years from the date of such
deposit, without further action necessary on the part of the Company.

     Section 2.08 Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so cancelled.

                                   Article 3
           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

     Section 3.01 Filing Proofs, Certificates and other Information. Any holder
of a Receipt may be required from time to time to file such proof of residence,
or other matters or other information, to execute such certificates and to make
such representations and warranties as the Depositary or the Company may
reasonably deem necessary or proper. The Depositary or the Company may withhold
the delivery, or delay the registration of transfer, redemption or exchange, of
any Receipt or the withdrawal of the Stock represented by the Depositary Shares
evidenced by any Receipt or the distribution of any dividend or other
distribution or the sale of any property or rights or of the proceeds thereof
until such proof or other information is filed or such certificates are executed
or such representations and warranties are made.

     Section 3.02 Payment of Taxes or other Governmental Charges. Holders of
Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.07. Registration of transfer of
any Receipt or any withdrawal of Stock and all money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt may be refused
until any such payment due is made, and any dividends, interest payments or
other distributions may be withheld or any part of or all the Stock or other
property represented by the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale), and
such dividends, interest payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, the holder
of such Receipt remaining liable for any deficiency.


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     Section 3.03 Warranty as to Stock. The Company hereby represents and
warrants that the Stock, when issued, will be duly authorized, validly issued,
fully paid and nonassessable. Such representation and warranty shall survive the
deposit of the Stock and the issuance of Receipts.

                                   Article 4
                        THE DEPOSITED SECURITIES; NOTICES

     Section 4.01 Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on Stock, the Depositary shall, subject
to Sections 3.01 and 3.02, distribute to holders of Receipts on the record date
fixed pursuant to Section 4.04 (net of the fees of the Depositary as provided in
Section 5.07 hereof) such amounts of such dividend or distribution as are, as
nearly as practicable, in proportion to the respective numbers of Depositary
Shares evidenced by the Receipts held by such holders; provided, however, that
in case the Company or the Depositary shall be required to withhold and shall
withhold from any cash dividend or other cash distribution in respect of the
Stock an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares shall be reduced accordingly. The
Depositary shall distribute or make available for distribution, as the case may
be, only such amount, however, as can be distributed without attributing to any
holder of Depositary Shares a fraction of one cent, and any balance not so
distributable shall be held by the Depositary (without liability for interest
thereon) and shall be added to and be treated as part of the next sum received
by the Depositary for distribution to holders of Receipts then outstanding.

     Section 4.02 Distributions other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.01 and 3.02, distribute to holders of Receipts on the
record date fixed pursuant to Section 4.04 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such holders, or if for any
other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes or governmental charges) the Depositary
deems, after consultation with the Company, such distribution not to be
feasible, the Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at such place or places and upon
such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Sections 3.01 and 3.02, be distributed or made available for
distribution, as the case may be, by the Depositary to such holders of Receipts
as provided by Section 4.01 in the case of a distribution received in cash. The
Company shall not make any distribution of such securities unless the Company
shall


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have provided an opinion of counsel stating that such securities have been
registered under the Securities Act or do not need to be so registered.

     Section 4.03 Subscription Rights, Preferences or Privileges. If the Company
shall at any time offer or cause to be offered to the persons in whose names
Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the holders of Receipts in such manner as the Depositary may determine, either
by the issue to such holders of warrants representing such rights, preferences
or privileges or by such other method as may be determined by the Depositary
with the approval of the Company; provided, however, that (i) if at the time of
issue or offer of any such rights, preferences or privileges the Depositary
determines that it is not lawful or (after consultation with the Company) not
feasible to make such rights, preferences or privileges available to holders of
Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so
instructed by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, then the Depositary may (with approval of the Company
in any case where the Depositary has determined that it is not feasible to make
such rights, preferences or privileges available), if applicable laws or the
terms of such rights, preferences or privileges permit such transfer, sell such
rights, preferences or privileges at public or private sale, at such place or
places and upon such terms as it may deem proper. The net proceeds of any such
sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary
to the holders of Receipts entitled thereto as provided by Section 4.01 in the
case of a distribution received in cash.

     If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company agrees with the Depositary that it will file
promptly a registration statement pursuant to such Act with respect to such
rights, preferences or privileges and securities and use its best efforts and
take all steps available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such registration statement shall have become
effective, or unless the offering and sale of such securities to such holders
are exempt from registration under the provisions of the Securities Act and the
Company shall have provided to the Depositary an opinion of counsel to such
effect.

     If any other action under the laws of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,
the Company agrees with the Depositary that the Company will use its best
efforts to take such action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges.


                                       9
<PAGE>


     Section 4.04 Notice of Dividends, Etc.; Fixing Record Date for Holders of
Receipts. Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered with respect to Stock, or
whenever the Depositary shall receive notice of (i) any meeting at which holders
of Stock are entitled to vote or of which holders of Stock are entitled to
notice or (ii) any election on the part of the Company to redeem any shares of
Stock, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
or otherwise in accordance with the terms of the Stock) for the determination of
the holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, or who shall be entitled to notice of such meeting, or whose Depositary
Shares are to be redeemed or for any other appropriate reasons.

     Section 4.05 Voting Rights. Upon receipt of notice of any meeting at which
the holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the holders of Receipts entitled thereto a
notice that shall contain (i) such information as is contained in such notice of
meeting and (ii) a statement that such holders may, subject to any applicable
restrictions, instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Stock represented by their respective Depositary
Shares (including an express indication that instructions may be given to the
Depositary to give a discretionary proxy to a person designated by the Company)
and a brief statement as to the manner in which such instructions may be given.
Upon the written request of the holders of Receipts on the relevant record date,
the Depositary shall endeavor insofar as practicable to vote or cause to be
voted, in accordance with the instructions set forth in such requests, the
maximum number of whole shares of Stock represented by the Depositary Shares
evidenced by all Receipts as to which any particular voting instructions are
received, provided that the Depositary receives such instructions sufficiently
in advance of such voting to enable it to so vote or cause to be voted. The
Company hereby agrees to take all reasonable action that may be deemed necessary
by the Depositary in order to enable the Depositary to vote such Stock or cause
such Stock to be voted. In the absence of specific instructions from the holder
of a Receipt, the Depositary will abstain from voting (but, in its discretion,
not from appearing at any meeting with respect to such Stock unless directed to
the contrary by the holders of all the Receipts) to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.

     Section 4.06 Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, Etc. Upon any change in par or stated value, split-up,
combination or any other reclassification of the Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in the
fraction of an interest represented by one Depositary Share in one share of
Stock as may be necessary fully to reflect the effects of such change in par or
stated value, split-up, combination or other reclassification of Stock, or of
such recapitalization, reorganization, merger, amalgamation or consolidation and
(ii) treat any


                                       10
<PAGE>


securities that shall be received by the Depositary in exchange for or upon
conversion of or in respect of the Stock as new deposited securities so received
in exchange for or upon conversion or in respect of such Stock. In any such case
the Depositary may in its discretion, with the approval of the Company, execute
and deliver additional Receipts or may call for the surrender of all outstanding
Receipts to be exchanged for new Receipts specifically describing such new
deposited securities. Anything to the contrary herein notwithstanding, holders
of Receipts shall have the right from and after the effective date of any such
change in par or stated value, split-up, combination or other reclassification
of the Stock or any such recapitalization, reorganization, merger, amalgamation
or consolidation to surrender such Receipts to the Depositary with instructions
to convert, exchange or surrender the Stock represented thereby only into or
for, as the case may be, the kind and amount of shares of stock and other
securities and property and cash into which the Stock represented by such
Receipts might have been converted or for which such Stock might have been
exchanged or surrendered immediately prior to the effective date of such
transaction.

     Section 4.07 Delivery of Reports. The Depositary shall furnish to holders
of Receipts any reports and communications received from the Company that are
received by the Depositary as the holder of Stock.

     Section 4.08 Lists of Receipt Holders. Promptly upon request from time to
time by the Company, the Depositary shall furnish to it a list, as of a recent
date, of the names, addresses and holdings of all holders of Receipts.

                                   Article 5
     THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY

     Section 5.01 Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary
shall maintain at the Depositary's Office, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange,
split-up, combination and redemption of Receipts and deposit and withdrawal of
Stock, and at the offices of the Depositary's Agents, if any, facilities for the
delivery, registration of transfer, surrender and exchange, split-up,
combination and redemption of Receipts and deposit and withdrawal of Stock, all
in accordance with the provisions of this Deposit Agreement.

     The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the holders of Receipts;
provided that any such holder requesting to exercise such right shall certify to
the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.

     The Depositary may close such books, at any time or from time to time, when
deemed expedient by it in connection with the performance of its duties
hereunder.


                                       11
<PAGE>


     The Depositary may, with the approval of the Company, appoint a Registrar
for registration of the Receipts or the Depositary Shares evidenced thereby. If
the Receipts or the Depositary Shares evidenced thereby or the Stock represented
by such Depositary Shares shall be listed on the New York Stock Exchange, the
Depositary will appoint a Registrar (acceptable to the Company) for registration
of such Receipts or Depositary Shares in accordance with any requirements of
such Exchange. Such Registrar (which may be the Depositary if so permitted by
the requirements of such Exchange) may be removed and a substitute registrar
appointed by the Depositary upon the request or with the approval of the
Company. If the Receipts, such Depositary Shares or such Stock are listed on one
or more other stock exchanges, the Depositary will, at the request of the
Company, arrange such facilities for the delivery, registration, registration of
transfer, surrender and exchange of such Receipts, such Depositary Shares or
such Stock as may be required by law or applicable stock exchange regulation.

     Section 5.02 Prevention of or Delay in Performance by the Depositary or the
Company. Neither the Depositary nor the Company shall incur any liability to any
holder of any Receipt if by reason of any provision of any present or future
law, or regulation thereunder, of the United States of America or of any other
governmental authority or by reason of any provision, present or future, of the
Company's Amended and Restated Certificate of Incorporation, as amended
(including the Certificate) or of the Depositary Shares or by reason of any act
of God or war or other circumstance beyond the control of the relevant party,
the Depositary or the Company shall be prevented or forbidden from, delayed in,
or subjected to any penalty on account of, doing or performing any act or thing
which the terms of this Deposit Agreement provide shall be done or performed;
nor shall the Depositary or the Company incur liability to any holder of a
Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in
the performance of any act or thing which the terms of this Deposit Agreement
shall provide shall or may be done or performed, or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement except, in the case of any such exercise or failure to exercise
discretion not caused as aforesaid, if caused by the negligence or willful
misconduct of the party charged with such exercise or failure to exercise.

     Where, by the terms of a distribution pursuant to Sections 4.01 or 4.02 of
this Deposit Agreement, or an offering or distribution pursuant to Section 4.03
of this Deposit Agreement, or for any other reason, such distribution or
offering may not be made available to holders of Receipts, and the Depositary
may not dispose of such distribution or offering on behalf of such holders and
make the net proceeds available to such holders, then the Depositary shall not
make such distribution or offering, and shall allow any rights, if applicable,
to lapse.

     Section 5.03 Obligation of the Depositary and the Company. Neither the
Depositary nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement to holders of Receipts except that each
of them agrees (i) to use its best judgment and good faith in the performance of
such duties as are specifically set forth in this Deposit Agreement and (ii)
that it shall be liable for negligence or willful misconduct in the performance
of such duties as are specifically set forth in this Deposit Agreement.


                                       12
<PAGE>


     Neither the Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of the Stock, the Depositary Shares or the Receipts that in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against
all expense and liability shall be furnished as often as may be required.

     Neither the Depositary nor the Company shall be liable for any action or
any failure to act by it in reliance upon the advice of legal counsel or
accountants, or information from any person presenting Stock for deposit, any
holder of a Receipt or any other person believed by it in good faith to be
competent to give such advice or information. The Depositary and the Company may
each rely and shall each be protected in acting upon any written notice,
request, direction or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties.

     The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the shares of Stock or for the manner or effect of
any such vote made, as long as any such action or non-action is in good faith.
The Depositary undertakes to perform such duties and only such duties as are
specifically set forth in this Deposit Agreement, and no implied covenants or
obligations shall be read into this Deposit Agreement against the Depositary.
The Depositary may also act as transfer agent or registrar of any of the
securities of the Company and its affiliates.

     The Depositary undertakes not to issue any Receipt other than to evidence
the Depositary Shares then on deposit with the Depositary. The Depositary also
undertakes not to sell (except as provided herein), pledge or lend Depositary
Shares held by it as Depositary.

     No disclaimer of liability under the Securities Act is intended by any
provision of this Deposit Agreement.

     Section 5.04 Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by delivering written notice of its election to do so to the Company,
such resignation to take effect upon the appointment of a successor Depositary
and its acceptance of such appointment as hereinafter provided.

     The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

     In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary.


                                       13
<PAGE>


Every successor Depositary shall execute and deliver to its predecessor and to
the Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor Depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and upon the
written request of the Company, shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Stock and any moneys or property held hereunder to such successor, and
shall deliver to such successor a list of the holders of all outstanding
Receipts and such records, books and other information in its possession
relating thereto.

     Any successor Depositary shall promptly mail notice of its appointment to
the holders of Receipts. Any corporation into or with which the Depositary may
be merged, consolidated or converted shall be the successor of such Depositary
without the execution or filing of any document or any further act, and notice
thereof shall not be required hereunder.

     Section 5.05 Corporate Notices and Reports. The Company agrees that it will
transmit to the holders of Receipts, in each case at the addresses furnished to
it pursuant to Section 4.08, all notices and reports (including without
limitation financial statements) required by law or by the rules of any national
securities exchange upon which the Stock, the Depositary Shares or the Receipts
are listed, to be furnished to the holders of Receipts. Such transmission will
be at the Company's expense.

     Section 5.06 Indemnification. The Company agrees to indemnify the
Depositary, its directors, employees, agents and affiliates and any Depositary's
Agent against, and hold each of them harmless from, any liability or expense
(including, but not limited to, the reasonable fees and expenses of counsel)
which may arise out of acts performed or omitted in accordance with the
provisions of this Deposit Agreement and of the Receipts, as the same may be
amended, modified or supplemented from time to time, (i) by either the
Depositary or a Depositary's Agent or their respective directors, employees,
agents and affiliates, except for any liability or expense arising out of the
negligence or bad faith of any of them, or (ii) by the Company or any of its
directors, employees, agents and affiliates.

     The Depositary agrees to indemnify the Company, its directors, employees,
agents and affiliates and hold them harmless from any liability or expense
(including, but not limited to, the reasonable fees and expenses of counsel)
which may arise out of acts performed or omitted by the Depositary or a
Depositary's Agent or their respective directors, employees, agents and
affiliates due to their negligence or bad faith. The obligations set forth in
this Section 5.06 shall survive the termination of this Deposit Agreement and
any succession or substitution of any Depositary.

     Any person seeking indemnification hereunder (an "indemnified person")
shall notify the person from whom it is seeking indemnification in writing (the
"indemnifying person") of the commencement of any action or claim in respect of
which indemnification may be sought promptly after such indemnified person
becomes aware of such commencement (provided that


                                       14
<PAGE>


the failure to make such notification shall not affect such indemnified person's
rights under this Section 5.06) and shall consult in good faith with the
indemnifying person as to the conduct of the defense of such action or claim,
which shall be reasonable in the circumstances. No indemnified person shall
compromise or settle any such action or claim without the consent of the
indemnifying person.

     Section 5.07 Charges and Expenses. The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements. The Company shall pay all charges of the Depositary in
connection with the initial deposit of the Stock and the initial issuance of the
Depositary Shares, all withdrawals of shares of the Stock by owners of
Depositary Shares and the registration of transfer of title to any Depositary
Shares. All other transfer and other taxes and governmental charges shall be at
the expense of holders of Depositary Shares. If, at the request of a holder of
Receipts, the Depositary incurs charges or expenses for which it or the Company
is not otherwise liable hereunder, such holder will be liable for such charges
and expenses. All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and of any Registrar (including, in each case, fees
and expenses of counsel) incident to the performance of their respective
obligations hereunder will be paid by the Company upon consultation and
agreement between the Depositary and the Company as to the amount and nature of
such charges and expenses. The Depositary shall present its statement for
charges and expenses to the Company once every three months or at such other
intervals as the Company and the Depositary may agree.

                                   Article 6
                            AMENDMENT AND TERMINATION

     Section 6.01 Amendment. The form of the Receipts and any provisions of this
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment which shall
materially and adversely alter the rights of the holders of Receipts shall be
effective unless such amendment shall have been approved by the holders of at
least a majority of the Depositary Shares then outstanding. Notwithstanding the
foregoing, in no event may any amendment impair the right of any holder of any
Receipts, upon surrender of such Receipts and subject to any conditions
specified in this Deposit Agreement, to receive shares of Stock and any money or
other property represented thereby, except in order to comply with mandatory
provisions of applicable law. Every holder of an outstanding Receipt at the time
any such amendment becomes effective in accordance with its terms shall be
deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby.

     Section 6.02 Termination. This Deposit Agreement may be terminated by the
Company at any time upon not less than 60 days' prior written notice to the
Depositary, in which case, upon a date that is not later than 30 days after the
date of such notice, the Depositary shall deliver or make available for delivery
to holders of Receipts, upon surrender of the Receipt or Receipts held by such
holder, and upon payment of any applicable taxes or governmental


                                       15
<PAGE>


charges, such number of whole shares of Stock represented by such Receipt or
Receipts. The Depositary may likewise terminate this Deposit Agreement by
mailing notice of such termination to the Company and the holders of all
Receipts then outstanding if at any time 90 days shall have expired after the
Depositary shall have delivered to the Company a written notice of its election
to resign and a successor depositary shall not have been appointed and accepted
its appointment as provided in Section 5.04. If the holder of any Receipt or
Receipts shall not have surrendered such Receipt or Receipts in exchange for
whole shares of Stock on or prior to the effective date of termination of this
Deposit Agreement, such holder shall for all purposes, including the payment of
dividends, be deemed to be a holder of the appropriate number of whole shares of
Stock previously represented by such Receipt or Receipts and shall thereafter
surrender to the Company such Receipt or Receipts in exchange for whole shares
of Stock.

     If any Receipts shall remain outstanding after the date of termination, the
Depositary thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends to the holders thereof,
and shall not give any further notices or perform any further acts under this
Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to the Stock, shall sell rights as
provided in this Deposit Agreement, and shall continue to deliver such Stock,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary (after deducting, in each case, the
fee of the Depositary for the surrender of a Receipt, any expenses for the
account of the holder of such Receipt in accordance with the terms and
conditions of this Deposit Agreement, and any applicable taxes or governmental
charges). At any time after the expiration of one year from the date of
termination, the Depositary may sell such Stock then held hereunder and may
thereafter hold uninvested the net proceeds of any such sale, together with any
other cash then held by it hereunder, without liability for interest, for the
pro rata benefit of the holders which have not theretofore surrendered their
Receipts. After making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement, except to account for such net
proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any expenses for the account of the
holder of such Receipt in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges).

     This Deposit Agreement shall automatically terminate after there shall have
been made a final distribution in respect of the Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Receipts pursuant to Section 4.01
or 4.02, as applicable.

     Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary and any Depositary's Agent and any Registrar under
Sections 5.06 and 5.07.


                                       16
<PAGE>


                                   Article 7
                                  MISCELLANEOUS

     Section 7.01 Counterparts. This Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

     Section 7.02 Exclusive Benefit of Parties. This Deposit Agreement is for
the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

     Section 7.03 Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

     Section 7.04 Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at

     1500 Market Street
     Philadelphia, Pennsylvania  19102-2148
     Attention:  _________________
     Telephone No.:  (215) 665-1700

or at any other address of which the Company shall have notified the Depositary
in writing.

     Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the Depositary's Office at [
], or at any other address of which the Depositary shall have notified the
Company in writing.

     Any and all notices to be given to any holder of a Receipt hereunder or
under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail, or by telegram or facsimile
transmission confirmed by letter, addressed to such holder at the address of
such holder as it appears on the books of the Depositary, or if such holder
shall have filed with the Depositary a written request that notices intended for
such holder be mailed to some other address, at the address designated in such
request.

     Delivery of a notice sent by mail or by telegram or facsimile transmission
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a


                                       17
<PAGE>


confirmation thereof in the case of a telegram or facsimile transmission) is
deposited, first class postage prepaid, in a post office letter box. The
Depositary or the Company may, however, without liability, act upon any telegram
or facsimile transmission received by it from the other or from any holder of a
Receipt, notwithstanding that such telegram or facsimile transmission shall not
subsequently be confirmed by letter or as aforesaid.

     Section 7.05 Depositary's Agents. The Depositary may from time to time
appoint Depositary's Agents to act in any respect for the Depositary for the
purposes of this Deposit Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such Depositary's
Agents. The Depositary will notify the Company of any such action and shall
remain responsible for the performance of its obligations hereunder as if no
Depositary Agent were appointed.

     The Company hereby also appoints the Depositary as Registrar and Transfer
Agent in respect of the Receipts and the Depositary hereby accepts such
appointments.

     Section 7.06 Holders of Receipts are Parties. The holders of Receipts from
time to time shall be parties to this Deposit Agreement and shall be bound by
all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

     Section 7.07 Governing Law. This Deposit Agreement and the Receipts and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by, and construed in accordance with, the laws of the State of New
York.

     Section 7.08 Inspection of Deposit Agreement. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agents and
shall be open to inspection during business hours at the Depositary's Office and
the respective offices of the Depositary's Agents, if any, by any holder of a
Receipt.

     Section 7.09 Headings. The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or the Receipts or to have any bearing upon the meaning
or interpretation of any provision contained herein or in the Receipts.
















                                       18
<PAGE>


     IN WITNESS WHEREOF, the Company and the Depositary have duly executed this
Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.


                                            COMCAST CORPORATION


                                            By
                                               ---------------------------------
                                               Name:
                                               Title:


                                            [                                  ]


                                            By
                                               ---------------------------------
                                               Name:
                                               Title:


















                                       19
<PAGE>


                                                                       EXHIBIT A


                            [FORM OF FACE OF RECEIPT]


NUMBER                                                         DEPOSITARY SHARES


DRB


                    DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
                      REPRESENTING ____% PREFERRED STOCK OF

                               COMCAST CORPORATION


                              CUSIP_______________

<TABLE>
<S>                                                         <C>
INCORPORATED UNDER THE LAWS OF THE STATE OF PENNSYLVANIA.   SEE REVERSE FOR CERTAIN DEFINITIONS
</TABLE>

[___________], as Depositary (the "Depositary"), hereby certifies that


is the registered owner of                                     DEPOSITARY SHARES

("Depositary Shares"), each Depositary Share representing [specify fraction]
Preferred Stock, without par value, stated value $___ per share (the "Stock"),
of Comcast Corporation, a Pennsylvania corporation (the "Corporation"), on
deposit with the Depositary, subject to the terms and entitled to the benefits
of the Deposit Agreement dated as of ________, ____ (the "Deposit Agreement"),
among the Corporation, the Depositary and the holders from time to time of the
Depositary Receipts issued thereunder. By accepting this Depositary Receipt the
holder hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Depositary Receipt shall not be valid
or obligatory for any purpose or entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual
signature of a duly authorized signatory or, if executed in facsimile by the
Depositary, countersigned by a Registrar in respect of the Depositary Receipts
by the manual signature of a duly authorized signatory thereof.

Dated:


Countersigned and Registered:
[                  ]                                 [                    ]
Registrar                                             Depositary

By                                                   By



                                       20
<PAGE>




                          [FORM OF REVERSE OF RECEIPT]

                               COMCAST CORPORATION


THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE
CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER RIGHTS, AND OF THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS THEREOF, OF THE STOCK OF THE CORPORATION. ANY SUCH REQUEST IS TO
BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.

                                -----------------

The following abbreviations, when used in the instructions on the face of this
receipt, shall be construed as though they were written out in full according to
applicable laws or regulations.

<TABLE>
<S>                                             <C>
TEN COM - as tenants in common                  UNIF GIFT MIN ACT - _________ Custodian _________
                                                                     (Minor)              (Cust)

TEN ENT - as tenants by the entireties          Under Uniform Gifts to Minors Act

JT TEN -  as joint tenants with right of        ________________
            survivorship and not as             (State)
            tenants in common

Additional abbreviations may also be used though not in the above list.
For value received, _______ hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

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____________________________________ Depositary Shares represented by the within
Receipt, hereby irrevocably constituting and appointing

______________________________ Attorney to transfer the said Depositary Shares
on the books of the within named Depositary with full power of substitution in
the premises.

Dated:
       ----------------

                                    --------------------------------------------
                                    NOTICE:  The signature to the assignment
                                    must correspond with the name as written
                                    upon the face of this Receipt in every
                                    particular, without alteration or
                                    enlargement or any change whatever
</TABLE>


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