THE COMCAST CORPORATION RETIREMENT INVESTMENT PLAN

                             MASTER TRUST AGREEMENT










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                                TABLE OF CONTENTS


1.   ESTABLISHMENT OF PLAN.................................................1

2.   CREATION OF TRUST.....................................................1

3.   PURPOSES..............................................................2

4.   MANAGEMENT OF TRUST...................................................2

5.   INVESTMENTS...........................................................3

6.   DIRECTION AND CONTROL OF INVESTMENTS BY PLAN MEMBERS..................4

7.   ASSETS WHICH ARE NOT SECTION 404(C) OF ERISA ASSETS...................4

8.   INVESTMENT FUNDS......................................................4

9.   TRUST INVESTMENTS IN COMPANY STOCK....................................7

10.  STABLE VALUE CONTRACTS...............................................11

11.  POWERS OF TRUSTEE....................................................12

12.  LIQUIDATION OF ASSETS................................................14

13.  DIRECTION BY COMPANY OR ADMINISTRATOR................................15

14.  RECORDS AND ACCOUNTING...............................................15

15.  TRUSTEE'S COMPENSATION AND EXPENSES..................................16

16.  LITIGATION INVOLVING TRUST ASSETS....................................16

17.  RESIGNATION OR REMOVAL OF TRUSTEE....................................17

18.  DUTIES OF TRUSTEE....................................................18

19.  INDEMNIFICATION......................................................18

20.  AMENDMENT OR TERMINATION.............................................18

21.  ADDITIONAL PARTICIPATING COMPANIES...................................19







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22.  SPENDTHRIFT PROVISION................................................19

23.  PAYMENT OF TAXES.....................................................19

24.  SUCCESSOR TO COMPANY OR TRUSTEE......................................20

25.  CONSTRUCTION.........................................................20

26.  IMPOSSIBILITY OF PERFORMANCE.........................................20

27.  DEFINITION OF WORDS..................................................20

28.  TITLES...............................................................20

29.  EXECUTION OF TRUST AGREEMENT.........................................21











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               THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
                             MASTER TRUST AGREEMENT


         This  Agreement  is made as of this  ___ day of  ______,  1999,  by and
between Comcast  Corporation,  a Pennsylvania  corporation  having its principal
office in Philadelphia,  Pennsylvania (the "Company") and Putnam Fiduciary Trust
Company,  a Massachusetts  trust company having its principal  office in Boston,
Massachusetts (the "Trustee").

                                   WITNESSETH:

1.   Establishment of Plan. The Comcast Corporation  Retirement-Investment  Plan
     (the  "Plan")  has been  adopted by the  Company and is intended to satisfy
     those  provisions of the Internal  Revenue Code of 1986, as the same may be
     amended  from time to time (the  "Code"),  relating to  qualified  employer
     plans,  as  well  as the  provisions  of  Section  404(c)  of the  Employee
     Retirement Income Security Act of 1974, as amended  ("ERISA"),  relating to
     investment control by participants,  beneficiaries  (when a participant has
     died),  and  alternate  payees (when  required  under a qualified  domestic
     relations  order) (each being  hereinafter  referred to as a "Plan member")
     over assets  allocated to their accounts under the Plan. The  Participating
     Companies,  as defined in Section 21, are members of a controlled  group of
     corporations, partnership or proprietorships, within the meaning of Section
     414(b) or Section 414(c) or the Code.

2.   Creation of Trust.  This is an  amendment  and  restatement  of an existing
     trust  which  shall  be  known  as  "The  Comcast  Corporation   Retirement
     -Investment  Plan  Master  Trust" (the  "Trust").  The  provisions  of this
     Agreement  shall  supersede and take  precedence  over any provision of the
     Plan and any later signed amendments  thereto which deal with the Trustee's
     responsibilities  and/or which may conflict in any way with the Trust.  All
     money and such other  property  as shall be  acceptable  to the  Trustee as
     shall from time to time be paid or delivered to the Trustee in its capacity
     as such,  all  investments  made  therewith  and  proceeds  thereof and all
     earnings  and  profits  thereon,  less  the  payments  which at the time of
     reference shall have been made by the Trustee,  as authorized  herein,  are
     referred  to herein as the Trust.  The  Trustee  hereby  accepts  the Trust
     created hereunder and agrees to perform the provisions of this Agreement on
     its part to be performed.  Subject to the  conditions and  limitations  set
     forth herein, the Trustee shall be responsible for the property received by
     it as Trustee,  but shall not be responsible for the  administration of the
     Plan or for those  assets of the Plan which have not been  delivered to and
     accepted  by the  Trustee.  The  Trustee  shall not have any  authority  or
     obligation to determine the adequacy of or to enforce the  collection  from
     the Company of any contribution to the Trust.  Certain other agreements and
     obligations  between the Company and the Trustee or its  affiliates  may be
     set forth




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     from time to time in a service agreement between such parties (the "Service
     Agreement").

     The  establishment  of the Trust  created  by this  Agreement  shall not be
     considered  as giving  any Plan  member or any  other  person  any legal or
     equitable  rights as against the  Company or the  Trustee or the  property,
     whether  corpus or income,  of the Trust unless such right is  specifically
     provided  for in this  Agreement,  the  Plan,  or by law,  nor  shall it be
     considered  as  giving  any Plan  member  or other  employee  the  right to
     continue in the service of the Company.

3.   Purposes.  The Plan and the Trust have been  established  for the exclusive
     benefit  of  the  eligible  employees  and  their  beneficiaries,  and  for
     defraying the reasonable  expenses of administering  the Plan and Trust. So
     far as possible this Agreement shall be interpreted in a manner  consistent
     with the intention of the Company that the Trust  satisfy those  provisions
     of the Code  relating to qualified  employees'  trusts exempt from taxation
     under  Section  501(a) of the Code.  It is  specifically  intended that the
     Company shall have sole  responsibility  for maintaining the  tax-qualified
     status of the Plan and Trust.  No  property  of the Trust or  contributions
     made by the Company  pursuant to the terms of the Plan shall  revert to the
     Company  or be used  for any  purpose  other  than  providing  benefits  to
     eligible employees or their beneficiaries and defraying the expenses of the
     Plan and the Trust, except that, to the extent provided in the Plan:

     (a)  Upon request of the Company, contributions made to the Plan before the
          issuance of a favorable  determination  letter by the Internal Revenue
          Service  with respect to the initial  qualification  of the Plan under
          Section  401(a) of the Code may be returned to the  Company,  with all
          attributable  earnings,  within  one year after the  Internal  Revenue
          Service refuses in writing to issue such a letter.

     (b)  Any amount  contributed  under the Plan by the Company by a mistake of
          fact as determined by the Company may be returned to the Company, upon
          its request, within one year after its payment to the Trust.

     (c)  Any amount  contributed under the Plan by the Company on the condition
          of its  deductibility  under  Section 404 of the Code for the year for
          which it was made may be returned to the  Company,  upon its  request,
          within one year  after the  Internal  Revenue  Service  disallows  the
          deduction in writing.

     (d)  Earnings attributable to contributions  returnable under paragraph (b)
          or  (c)  shall  not  be  returned  to  the  Company,  and  any  losses
          attributable to those contributions shall reduce the amount returned.

4.   Management of Trust. It shall be the duty of the Trustee:



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     (a)  to hold and,  subject to the provisions of this  Agreement,  to invest
          and to reinvest the assets of the Trust, and

     (b)  to make payments  therefrom in accordance with the written  directions
          of the Plan Administrator specified in the Plan or otherwise appointed
          by the  Board of  Directors  of the  Company  pursuant  to the Plan to
          administer the Plan (the "Administrator").  The Administrator shall be
          the "plan administrator" of the Plan as defined in Section 3(16)(A) of
          ERISA, and a "named fiduciary" within the meaning of Section 402(a) of
          ERISA. The Administrator may direct payments to be made from the Trust
          to any person,  including any member of the  Administrator,  or to the
          Company,  or to any paying agent designated by the Administrator,  and
          in such amounts as the Administrator  may direct.  Each such direction
          of the  Administrator  shall be in  writing  and  shall be  deemed  to
          include a certification that any payment directed thereby is one which
          the  Administrator  is  authorized  to  direct,  and the  Trustee  may
          conclusively rely on such certification without further investigation.
          Payments  by the  Trustee may be made by its check to the order of the
          payee and mailed to the payee at the  address  last  furnished  to the
          Trustee by the  Administrator  or by the payee,  or if no such address
          has been furnished,  to the payee in care of the Company.  The Trustee
          shall make  disbursements  in the  amounts  and in the manner that the
          Administrator  directs from time to time in writing. The Trustee shall
          have no  responsibility  to ascertain any direction's  compliance with
          the  terms of the  Plan or of any  applicable  law or the  direction's
          effect for tax purposes or  otherwise;  nor shall the Trustee have any
          responsibility  to see to the  application  of any  disbursement.  The
          Trustee  shall not be required to make any  disbursement  in excess of
          the net realizable value of the assets of the Trust at the time of the
          disbursement.   The  Trustee   shall  not  be  required  to  make  any
          disbursement  in cash,  or  otherwise,  until  the  Administrator  has
          provided a written  direction as to the assets to be converted to cash
          for the purpose of making the disbursement.

5.   Investments.  Except as otherwise  provided in Sections 6 through 10 below,
     the Trustee  shall invest and reinvest the assets of the Trust and keep the
     same invested, without distinction between principal and income, in stocks,
     bonds,  stock  options,  option  contracts of any type,  contracts  for the
     immediate or future  delivery of financial  instruments and other property,
     or other  securities  or  certificates  of  participation  or shares of any
     mutual investment company,  trust or fund (including mutual funds which are
     sponsored,  underwritten  or  managed by  affiliates  of the  Trustee),  or
     deposits  in the  Trustee  which bear a  reasonable  rate of  interest,  or
     annuity or investment  contracts issued by an insurance  company,  or other
     property of any kind, real or personal,  tangible or intangible,  as may be
     identified by the  Administrator as eligible for investment,  provided that
     the Trustee may hold  assets of the Trust  uninvested  from time to time if
     and to the extent that it may deem such to be in the best  interests of the
     Trust.


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     Notwithstanding the foregoing, unless an Investment Manager is appointed in
     accordance   with  Section  8(b),  or  the  Service   Agreement   otherwise
     specifically  provides, all of the assets of the Trust shall be invested in
     investment products sponsored, underwritten or managed by affiliates of the
     Trustee,  loans  to  Plan  members  or  securities  issued  by the  Company
     satisfying the conditions of Section 9.

6.   Direction  and  Control  of  Investments   by  Plan  members.   Unless  the
     Administrator   indicates  otherwise,   the  Plan  members  shall  exercise
     direction  and control over the  investment  of their  accounts in a manner
     intended to insulate plan fiduciaries from liability for investments  under
     Section 404(c) of ERISA.  Each Plan member shall  instruct the Trustee,  in
     such form and manner as the  Administrator and the Trustee agree, as to the
     investment of assets  allocated to the Plan member's account under the Plan
     from among the eligible  investments  and the Trustee  shall carry out such
     instructions.

     The Trustee shall carry out the instructions  furnished by a Plan member as
     to the exercise of voting,  tender,  or similar  rights  appurtenant to the
     Plan member's  ownership  interest in any  investment  alternative.  Unless
     otherwise  agreed  to by  the  Trustee  and  the  Company  in  the  Service
     Agreement,  the Trustee shall furnish all materials it receives relating to
     the  exercise  of such  rights  to the  Administrator,  who  shall  then be
     responsible for  distributing  the materials  among Plan members.  Where no
     instructions  are timely  furnished  by a Plan member with  respect to such
     rights, the Trustee shall not exercise any such rights on the Plan member's
     behalf.

7.   Assets which are not Section 404(c) of ERISA Assets.  The  Administrator or
     the Plan member,  as the case may be,  shall  direct the  Trustee,  and the
     Trustee  shall have no  discretionary  authority,  as to the  investment of
     assets for which Section  404(c) of ERISA does not apply or the exercise of
     voting,  tender and similar rights  appurtenant  to ownership  interests in
     such assets.

8.   Investment Funds.

     (a)  In General. The Administrator from time to time may direct the Trustee
          to  establish  one or more  separate  investment  accounts  within the
          Trust, each such separate account being hereinafter  referred to as an
          "Investment  Fund". The Trustee shall transfer to each such Investment
          Fund such portion of the assets of the Trust as the  Administrator  or
          Plan members direct in accordance with the specific  provisions of the
          Plan and in the manner provided in the Service Agreement.  The Trustee
          shall invest and  reinvest the assets which have been  allocated to an
          Investment  Fund  in  accordance   with  the  investment   guidelines,
          objectives  and  restrictions  which  have  been  established  by  the
          Administrator  for  that  Investment  Fund  and,  in  the  case  of an
          Investment Fund for which an Investment  Manager has been appointed or
          an Investment Fund to be directed by the



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          Administrator,  the specific investment  directions of such Investment
          Manager  or the  Administrator.  If, and to the  extent,  specifically
          authorized  by the Plan and  provided  in the Service  Agreement,  the
          Administrator  may direct the Trustee to establish an Investment  Fund
          all, or substantially all, of the assets of which shall be invested in
          shares of stock of the Company, subject to the terms and conditions of
          Section 9.

          All interest, dividends and other income received with respect to, and
          any  proceeds   received  from  the  sale  or  other  disposition  of,
          securities  or other  property  held in an  Investment  Fund  shall be
          credited to and reinvested in such  Investment  Fund, and all expenses
          of the Trust which are properly  allocable to a particular  Investment
          Fund shall be so allocated and charged.  The  Administrator may at any
          time direct the Trustee to eliminate any Investment  Fund or Funds and
          the Trustee shall  thereupon  dispose of the assets of such Investment
          Fund  and  reinvest  the  proceeds  thereof  in  accordance  with  the
          directions of the Administrator.

          Pending  investment in the  Investment  Funds in  accordance  with the
          directions of the Administrator or the Plan members, the Trustee shall
          invest assets of the Trust as provided in the Service Agreement, or if
          there is no such  provision,  the  Trustee  may  invest  assets of the
          Trust,  in  whole or in part,  at any  time or from  time to time,  in
          interest-bearing   accounts  or  certificates  of  deposit  (including
          deposits  in the  Trustee  which  bear a  reasonable  interest  rate),
          Treasury Bills,  commercial  paper,  money market funds (including any
          such  fund   sponsored,   underwritten   or  managed  by  one  of  its
          affiliates),   short-term   investment   funds  or  other   short-term
          obligations in its discretion, and the investment return thereon shall
          be allocated among the Plan members whose assets have been so invested
          and added to their respective investments in the Investment Funds.

     (b)  Appointment of Investment  Managers.  The  Administrator  from time to
          time may  appoint  one or more  Investment  Managers  (as that term is
          defined in Section 3(38) of ERISA) to manage  (including  the power to
          acquire  and  dispose of) all or any portion or portions of the Trust.
          The  Administrator  may enter into such  agreements  setting forth the
          terms and  conditions of any such  appointment  as it determines to be
          appropriate.  The  Administrator  shall retain the right to remove and
          discharge any Investment Manager.  The compensation of such Investment
          Managers  shall be an expense  payable in accordance  with Section 15.
          The  Administrator  shall notify the Trustee of the appointment of any
          Investment  Manager by  delivering  to the Trustee an executed copy of
          the  agreement  under  which such  Investment  Manager  was  appointed
          together with a written acknowledgment by such Investment Manager that
          it is

          (i)  a fiduciary with respect to the Plan,



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          (ii)  bonded as required by ERISA, and

          (iii) either

                A)  registered  as an investment  advisor  under the  Investment
                    Advisers Act of 1940, or

                B)  a bank as defined in said Act, or

                C)  an  insurance  company   qualified  to  perform   investment
                    management services under the laws of more than one state of
                    the United States.

     The Trustee  shall be entitled to rely upon such notice  until such time as
     the  Administrator  shall  notify and direct  the  Trustee in writing  that
     another Investment Manager has been appointed in the place and stead of the
     first-named Investment Manager, or in the alternative,  that the Investment
     Manager  has been  removed.  In each case  where an  Investment  Manager is
     appointed,  the Administrator shall determine the assets of the Trust to be
     allocated  to the  Investment  Manager  from time to time and  shall  issue
     appropriate  instructions to the Trustee with respect thereto.  The Trustee
     shall carry out the written  instructions  of any  Investment  Manager with
     respect to the  management  and investment of the assets then under control
     of such Investment  Manager and shall not incur any liability on account of
     its  compliance  with such  instructions.  Purchase  and sale orders may be
     placed  without the  intervention  of the Trustee  and, in such event,  the
     Trustee's sole obligation shall be to make payment for purchased securities
     and deliver those that have been sold when advised of the transaction.  The
     Trustee shall not incur any liability on account of its failure to exercise
     any of the  powers  delegated  to any  Investment  Manager  because  of the
     failure of such Investment  Manager to give instructions for the management
     of the assets  under the control of such  Investment  Manager.  The Trustee
     shall be under no duty to question any  Investment  Manager,  nor to review
     any securities or other  property  acquired or retained at the direction of
     any  Investment  Manager,  nor to make any  suggestions  to any  Investment
     Manager in  connection  therewith.  The Trustee shall have no obligation to
     vote upon any securities  over which the Investment  Manager has investment
     management  control  unless  the  Trustee is  instructed  in writing by the
     Investment  Manager as to the voting of such securities within a reasonable
     time before the time for voting thereof expires.

     Each  Investment  Manager  shall have the  authority to exercise all of the
     powers of the Trustee  hereunder  with  respect to assets under its control
     but only to the extent that such powers  relate to the  investment  of such
     assets.




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     Notwithstanding any provision to the contrary elsewhere herein:

     (i)  The  Administrator may retain and exercise the powers of an Investment
          Manager  with  respect to all or any portion or portions of the Trust.
          The  Administrator  shall  notify  the  Trustee in writing of any such
          reservation  of powers and the Trustee  shall be entitled to rely upon
          any such notice.  In any such event,  the Trustee  shall carry out the
          written   instructions  of  the  Administrator  with  respect  to  the
          management  and  investment  of the assets  then under  control of the
          Administrator  and shall not incur any  liability  on  account  of its
          compliance  with such  instructions.  The Trustee  shall not incur any
          liability  on account of its  failure  to  exercise  any of the powers
          retained  by  the   Administrator   because  of  the  failure  of  the
          Administrator  to give  instructions  for the management of the assets
          under the control of the Administrator.  The Trustee shall be under no
          duty to question the  Administrator,  nor to review any  securities or
          other   property   acquired  or  retained  at  the  direction  of  the
          Administrator,  nor to make any  suggestions to the  Administrator  in
          connection therewith; and

     (ii) The Company may designate an Investment  Manager as a named  fiduciary
          with  respect to the  management  of certain  assets of the Trust,  in
          which  event  such  Investment  Manager  shall have the  authority  to
          appoint pursuant to this Section 8 one or more Investment  Managers to
          manage  (including  the power to acquire  and  dispose  of) all or any
          portion or portions of such assets,  as if such named  fiduciary  were
          the Administrator. In such event all of the provisions of this Section
          8  shall  apply  with  such  named   fiduciary   substituted  for  the
          Administrator.

9.   Trust  Investments in Company  Stock.  Trust  investments  pursuant to this
     Section  9  shall  be  made  only in  securities  constituting  "qualifying
     employer  securities"  within the  meaning of Section  407(d)(5)  of ERISA.
     Trust investments in such securities of the Company ("Company Stock") shall
     be subject to the following terms and conditions:

     (a)  Acquisition Limit.  Pursuant to the Plan, the Trust may be invested in
          Company  Stock to the  extent  necessary  to  comply  with  investment
          directions under Section 6 or 7 of this Agreement.

     (b)  Fiduciary  Duties of Named  Fiduciaries.  The  Administrator  as named
          fiduciary shall  continually  monitor the suitability of acquiring and
          holding  Company  Stock  under the  fiduciary  duty  rules of  Section
          404(a)(1) of ERISA (as modified by Section 404(a)(2) of ERISA) and the
          requirements


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          of Section  404(c) of ERISA.  The Trustee  shall not be liable for any
          loss, or by reason of any breach, which arises from a direction of the
          Administrator  with respect to the  acquisition and holding of Company
          Stock. The Company shall be responsible for determining whether, under
          the  circumstances  prevailing at a given time,  its fiduciary duty to
          Plan members and beneficiaries  under the Plan and ERISA requires that
          the Company follow the advice of independent  counsel as to the voting
          and tender or retention of Company Stock.

     (c)  Execution of Purchases and Sales. To implement  transactions regarding
          investments in Company Stock,  including  purchases,  redemptions  and
          exchanges,  the Trustee  shall  purchase or sell Company  Stock on the
          open  market,  as the  case  may  be,  as soon  as  practicable  on or
          following  the date on which the Trustee  receives from the Company in
          good order all information and documentation  necessary to effect such
          purchase  or  sale.  However,  the  Trustee  may  accumulate  all like
          purchases  into a single batch and may  accumulate all like sales as a
          result of receiving  instructions for redemptions and exchanges out of
          Company Stock into a single batch, but shall not be required to do so.

          The Trustee may purchase or sell Company  Stock from or to the Company
          if the  purchase  or sale is for no more than  adequate  consideration
          (within the meaning of Section  3(18) of ERISA) and no  commission  is
          charged.  To the extent that Company  contributions under the Plan are
          to be invested in Company  Stock,  the  Company may  transfer  Company
          Stock  to the  Trust  in  lieu  of  cash.  The  number  of  shares  so
          transferred  shall  be  determined  by  dividing  the  amount  of  the
          contribution  by the closing  price of Company  Stock on any  national
          securities exchange on the trading day immediately  preceding the date
          as of which the contribution is made.

          The  Trustee and the  Company  may, in an appendix to this  Section 9,
          agree upon such  prescribed  dates for  purchases and sales of Company
          Stock and such rules and conventions in connection with such purchases
          and sales as they may find mutually acceptable.

     (d)  Securities Law Reports.  The  Administrator  shall be responsible  for
          filing all reports  required  under federal or state  securities  laws
          with  respect to the Trust's  ownership of Company  Stock,  including,
          without limitation, any reports required under Section 13 or 16 of the
          Securities  Exchange  Act of 1934,  and shall  immediately  notify the
          Trustee in writing of any  requirement  to stop  purchases or sales of
          Company  Stock  pending  the filing of any report.  The Trustee  shall
          provide to the Administrator such information on the Trust's ownership
          of Company Stock as the Administrator may reasonably  request in order
          to comply with federal or state securities laws.

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     (e)  Voting.  Notwithstanding  any other provision of this  Agreement,  the
          provisions  of this  Section  9(e) shall  govern the voting of Company
          Stock.  When the  issuer of  Company  Stock  files  preliminary  proxy
          solicitation  materials with the  Securities and Exchange  Commission,
          the  Company   shall  cause  a  copy  of  all  the   materials  to  be
          simultaneously  sent to the Trustee,  and the Trustee  shall prepare a
          voting  instruction  form based upon these  materials.  At the time of
          mailing of notice of each annual or special  stockholders'  meeting of
          the issuer of Company  Stock,  the  Company  shall cause a copy of the
          notice and all proxy  solicitation  materials  to be sent to each Plan
          member,  together with the  foregoing  voting  instruction  form to be
          returned  to the  Trustee  or its  designee.  The form  shall show the
          number of full and fractional  shares of Company Stock credited to the
          Plan member's  accounts,  whether or not vested.  For purposes of this
          Section 9(e), the number of shares of Company Stock deemed credited to
          a Plan member's  accounts shall be determined as of the date of record
          determined by the Company for which an allocation  has been  completed
          and  Company  Stock  has  actually  been  credited  to  Plan  members'
          accounts.  The Company  shall  provide the Trustee  with a copy of any
          materials  provided to Plan  members and shall  certify to the Trustee
          that the materials have been mailed or otherwise sent to Plan members.

          Each Plan member  shall have the right to direct the Trustee as to the
          manner  in which to vote  that  number  of  shares  of  Company  Stock
          credited to his accounts.  Such  directions  shall be  communicated in
          writing  or by  facsimile  or  similar  means  and  shall  be  held in
          confidence  by the Trustee and not  divulged  to the  Company,  or any
          officer or employee thereof,  or any other person. Upon its receipt of
          directions,  the  Trustee  shall  vote the  shares  of  Company  Stock
          credited to the Plan member's account as directed by the Plan member.

          The Trustee  shall vote those shares of Company  Stock not credited to
          Plan members'  accounts in  accordance  with the  instructions  of the
          Administrator,  and  shall not vote  those  shares  of  Company  Stock
          credited  to  the  accounts  of  Plan  members  for  which  no  voting
          directions are received.

     (f)  Tender  Offers.  Upon  commencement  of a tender offer for any Company
          Stock,  the Company  shall notify each Plan  member,  and use its best
          efforts  to  distribute  timely  or  cause to be  distributed  to Plan
          members the same  information  that is distributed to  shareholders of
          the issuer of Company Stock in connection  with the tender offer,  and
          after  consulting  with the  Trustee  shall  provide at the  Company's
          expense a means by which Plan  members may direct the Trustee  whether
          or not to tender the Company Stock credited to their accounts (whether
          or not vested). The Company

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          shall  provide to the Trustee a copy of any material  provided to Plan
          members and shall certify to the Trustee that the materials  have been
          mailed or otherwise sent to Plan members.

          Each Plan member  shall have the right to direct the Trustee to tender
          or not to tender some or all of the shares of Company  Stock  credited
          to  his  accounts.  Directions  from  a Plan  member  to  the  Trustee
          concerning  the  tender of  Company  Stock  shall be  communicated  in
          writing or by facsimile or such similar means as is agreed upon by the
          Trustee and the Company. The Trustee shall tender or not tender shares
          of Company Stock as directed by the Plan member. A Plan member who has
          directed  the  Trustee to tender  some or all of the shares of Company
          stock  credited  to his  accounts  may,  at any time before the tender
          offer withdrawal  date,  direct the Trustee to withdraw some or all of
          the  tendered  shares,  and the Trustee  shall  withdraw  the directed
          number of  shares  from the  tender  offer  before  the  tender  offer
          withdrawal  deadline.  A Plan  member  shall not be  limited as to the
          number of  directions  to tender or  withdraw  that he may give to the
          Trustee. The Trustee shall not tender shares of Company Stock credited
          to a Plan  member's  accounts for which it has received no  directions
          from the Plan members.  The Trustee shall tender that number of shares
          of Company Stock not credited to Plan members' accounts  determined by
          multiplying  the  total  number  of such  shares  by a  fraction,  the
          numerator of which is the number of shares of Company  Stock  credited
          to  Plan  members'   accounts  for  which  the  Trustee  has  received
          directions from Plan members to tender (which directions have not been
          withdrawn as of the date of this  determination),  and the denominator
          of which is the total  number of shares of Company  Stock  credited to
          Plan members' accounts.

          A  direction  by a Plan  member to the  Trustee  to  tender  shares of
          Company  Stock  credited to his  accounts  shall not be  considered  a
          written  election  under the Plan by the Plan member to withdraw or to
          have  distributed to him any or all of such shares.  The Trustee shall
          credit to each  account of the Plan  member  from  which the  tendered
          shares were taken the proceeds received by the Trustee in exchange for
          the  shares of  Company  Stock  tendered  from that  account.  Pending
          receipt of directions  through the Administrator  from the Plan member
          as to the  investment  of the  proceeds of the  tendered  shares,  the
          Trustee shall invest the proceeds as the Administrator shall direct.

     (g)  General.  With respect to all rights other than the right to vote, the
          right to tender, and the right to withdraw shares previously tendered,
          the  Trustee  shall  follow the  directions  of the Plan  member as to
          Company Stock credited to his accounts,  and if no such directions are
          received, the directions of the Administrator.  The Trustee shall have
          no duty to solicit

                                       10

<PAGE>
          directions  from Plan  members.  With respect to all rights other than
          the  right to vote and the  right to  tender,  in the case of  Company
          Stock not credited to Plan members' accounts, the Trustee shall follow
          the directions of the Administrator.  All provisions of this Section 9
          shall apply to any securities  received as a result of a conversion of
          Company Stock.

10.  Stable  Value  Contracts.  If  provided  in  the  Service  Agreement,   the
     Administrator or, in the case of an Investment Fund for which an Investment
     Manager has been  appointed  under an investment  management  agreement and
     pursuant  to Section 8, the  Investment  Manager  may direct the Trustee to
     receive  and hold or apply  assets  of the  Trust  to the  purchase  of (i)
     insurance,  annuity  or  other  financial  contracts  issued  by  insurance
     companies,   banks  or  other  financial   institutions  ("GICs")  or  (ii)
     securities wrapped by benefit responsive wrap contracts issued by insurance
     companies,  banks or other financial  institutions  ("synthetic GICs"). Any
     such  contracts  shall  be in  the  form  determined  and  approved  by the
     Administrator  or Investment  Manager,  as the case may be, and the Trustee
     shall have no  responsibility  for the  selection of the issuer of any such
     contract,  for  negotiating  the  terms  of  any  such  contract,  for  the
     administration,  monitoring or  disposition of any such contract or for any
     other decision  relating to any such  contract.  In the case of a synthetic
     GIC, the Trustee shall have no responsibility for selecting or managing the
     assets which are to be wrapped,  for selecting the Investment  Manager,  if
     any,  with  respect to the such assets,  for  establishing  any  investment
     guidelines  applicable to such assets or for monitoring or reviewing in any
     manner such assets, Investment Manager or investment guidelines.

     If such investments are to be made, the Administrator or Investment Manager
     shall direct the Trustee to execute and deliver such applications and other
     documents as are  necessary to establish  record  ownership,  to value such
     investments under the method of valuation  selected by the Administrator or
     Investment   Manager,   and  to  record  or  report   such  values  to  the
     Administrator  or Investment  Manager,  in the form and manner agreed to by
     the Administrator.

     The Administrator or Investment  Manager may direct the Trustee to exercise
     or may  exercise  directly  the powers of contract  holder under any GIC or
     synthetic  GIC,  and the  Trustee  shall  exercise  such  powers  only upon
     direction of the  Administrator  or Investment  Manager.  The Trustee shall
     have no authority to act in its own discretion,  with respect to the terms,
     acquisition,  valuation,  continued holding and/or  disposition of any such
     GIC or synthetic  GIC or any asset held  thereunder.  The Trustee  shall be
     under no duty to question any direction of the  Administrator or Investment
     Manager  or to  review  the form of any such  GIC or  synthetic  GIC or the
     selection  of  the  issuer  thereof,  or to  make  recommendations  to  the
     Administrator  or  Investment  Manager or to any issuer with respect to the
     form of any such GIC or synthetic GIC.


                                       11
<PAGE>


     The Trustee shall be fully  protected in acting in accordance  with written
     directions of the Administrator or Investment  Manager,  and shall be under
     no  liability  for any loss of any kind  which may  result by reason of any
     action  taken or  omitted by it in  accordance  with any  direction  of the
     Administrator  or  Investment  Manager,  or by  reason of  inaction  in the
     absence of written directions from the Administrator or Investment Manager.
     In the event that the Administrator or Investment  Manager directs that any
     monies or property be paid or delivered  to the contract  holder other than
     for the benefit of specific individual beneficiaries, the Trustee agrees to
     accept such  monies or  property as assets of the Trust  subject to all the
     terms hereof.

     For purposes of this Section 10,  traditional  forms of individual or group
     insurance  or annuity  contracts  issued by  insurance  companies  shall be
     deemed to be GICs.

11.  Powers of Trustee. Subject to the foregoing provisions and limitations, the
     Trustee is authorized and empowered:

     (a)  to sell at public  auction or by  private  contract,  redeem,  convey,
          transfer, exchange, pledge, or otherwise realize upon, any securities,
          investments  or other  property  forming a part of the Trust,  and for
          such  purposes may execute such  instruments  and writings and do such
          things as it shall deem proper;

     (b)  to keep any or all  securities  or other  property in the name of some
          other person,  nominee, firm or corporation or in its own name without
          disclosing  its fiduciary  capacity,  but the books and records of the
          Trustee  shall at all times  show that all such  securities  and other
          property are part of the Trust;

     (c)  except as  otherwise  provided in Sections 6 through 10, to the extent
          that the Trustee receives direction from the Administrator or the Plan
          members,  as the case may be, to vote upon any stocks,  bonds or other
          securities  of any  corporation,  association  or  trust  at any  time
          comprising the Trust, or otherwise consent to or request any action on
          the  part of  such  corporation,  association  or  trust,  and to give
          general or  special  proxies  or powers of  attorney,  with or without
          power of  substitution,  and to exercise  any  conversion  privileges,
          subscription    rights   or   other   options,   to   participate   in
          reorganizations,   recapitalizations,   consolidations,   mergers  and
          similar transactions with respect to such securities;  to deposit such
          stocks or other securities in any voting trust, or with any protective
          or like committee,  or with a trustee, or with depositories designated
          thereby;  and generally to exercise any of the powers of an owner with
          respect to stocks or other securities or property comprising the Trust
          which the  Trustee  deems to be for the best  interests  of the Trust;
          provided,  however,  the  Trustee  will not vote such  stocks or other
          securities as to which it receives no written directions;


                                       12
<PAGE>


     (d)  when instructed or directed by the Administrator,  to borrow money for
          the  purposes  of this Trust in such  amounts  and upon such terms and
          conditions as the Administrator,  in its discretion,  may approve, and
          for any amount so borrowed to issue the promissory note of the Trustee
          and  to  secure  the  repayment  thereof  by  pledge,   mortgage,   or
          hypothecation  of all or any part of the property of the Trust, and no
          person  loaning  money  to the  Trustee  shall  be bound to see to the
          application of the money loaned or to inquire into the validity of any
          such borrowing;

     (e)  to make, execute, acknowledge and deliver any and all instruments that
          it shall deem  necessary or appropriate to carry out the powers herein
          granted;

     (f)  to  manage,  administer,  operate,  lease  for any  number  of  years,
          develop,  improve,  repair, alter, demolish,  mortgage,  pledge, grant
          options with respect to, or otherwise  deal with any real  property or
          interest  therein  at any time held by it, and to cause to be formed a
          corporation  or trust to hold title to any such real property with the
          aforesaid powers,  all upon such terms and conditions as may be deemed
          advisable;

     (g)  to renew or extend or  participate  in the renewal or extension of any
          mortgage, upon such terms as may be deemed advisable,  and to agree to
          a reduction  in the rate of  interest on any  mortgage or to any other
          modification  or  change  in  the  terms  of  any  mortgage  or of any
          guarantee pertaining thereto, in any manner and to any extent that may
          be  deemed   advisable  for  the   protection  of  the  Trust  or  the
          preservation  of the value of the  investment,  to waive  any  default
          whether  in  the  performance  of any  covenant  or  condition  of any
          mortgage or in the  performance  of any  guarantee,  or to enforce any
          such  default  in such  manner  and to such  extent  as may be  deemed
          advisable,  to exercise and enforce any and all rights of  foreclosure
          to bid  in  property  on  foreclosure,  to  take a  deed  in  lieu  of
          foreclosure  with or without  paying a  consideration  therefor and in
          connection  therewith to release the obligation on the bond secured by
          such  mortgage;  and to exercise  and  enforce in any action,  suit or
          proceedings  at law or in equity any rights or  remedies in respect to
          any such mortgage or guarantee;

     (h)  upon express direction by the Administrator or the Investment Manager,
          as the case may be, to transfer all or part of the assets of the Trust
          in accordance with such investment instructions,  without restriction,
          to  investments   authorized  for   fiduciaries,   including   without
          limitation any common,  collective or commingled trust fund maintained
          by the Trustee (or any other such fund acceptable to the Trustee) that
          qualifies  for exemption  from federal  income tax pursuant to Revenue
          Ruling 81-100. Any investment in, and any terms and conditions of, any
          such common,  collective or

                                       13
<PAGE>

          commingled trust fund available only to employee trusts which meet the
          requirements  of the Code, or  corresponding  provisions of subsequent
          income tax laws of the United  States,  shall  constitute  an integral
          part of this Agreement;

     (i)  when  instructed  or  directed  by  the   Administrator,   to  settle,
          compromise or submit to arbitration any claims, debts, or damages, due
          or owing to or from the Trust,  to commence  or defend  suits or legal
          proceedings  and  to  represent  the  Trust  in  all  suits  or  legal
          proceedings  in any court of law or before any other body or tribunal;
          provided,  however,  that the Trustee shall have no obligation to take
          any legal  action for the  benefit  of the Trust  unless it shall have
          first been  indemnified  by the Company for all expenses in connection
          therewith, including counsel fees;

     (j)  if  applicable,  to lend to Plan members  such amount or amounts,  and
          upon such terms and  conditions,  as the  Administrator  may direct in
          accordance with the provisions of the Plan;

     (k)  to  employ  such  agents,   consultants,   custodians,   depositories,
          advisors,  and  legal  counsel  as  may  be  reasonably  necessary  or
          desirable in the  Trustee's  judgment in managing and  protecting  the
          Trust  and,  subject  to the  provisions  of  Section  15, to pay them
          reasonable compensation out of the Trust;

     (l)  to cause any securities or other property which may at any time form a
          part of the Trust to be issued,  held or registered in the  individual
          name of the  Trustee,  or in the name of its  nominee  (including  any
          custodian  employed by the  Trustee,  any nominee of such a custodian,
          and any depository,  clearing corporation or other similar system), or
          in such form that title will pass by delivery;

     (m)  to transfer  any assets of the Trust to a custodian  or  sub-custodian
          employed by the Trustee; and

     (n)  to do all other acts in its judgment  necessary  or desirable  for the
          proper  administration of the Trust, in accordance with the provisions
          of the Plan and this Agreement,  although the power to do such acts is
          not specifically set forth herein.

     No person  dealing with the Trustee shall be required to take any notice of
     this  Agreement,  but all persons so dealing shall be protected in treating
     the Trustee as the absolute owner with full power of disposition of all the
     monies, securities and other property of the Trust, and all persons dealing
     with the Trustee are  released  from inquiry into the decision or authority
     of the Trustee and from seeing to the application of monies,  securities or
     other property paid or delivered to the Trustee.



                                       14
<PAGE>


12.  Liquidation of Assets.  Upon  termination of the Trust as provided  herein,
     the Trustee shall not be required to make any payments  hereunder  until it
     has received such documentation as it shall consider necessary to establish
     that the termination  complies with applicable law, or to make any payments
     in excess  of the net  realizable  value of the  assets of the Trust at the
     time of such  payment.  The  Trustee  shall  not be  required  to make  any
     payments in cash  unless  there shall be in the Trust at the time an amount
     of cash  sufficient  for the purpose.  In case of a deficiency in cash, the
     Trustee shall take such action as to the disposition of securities or other
     property forming a part of the Trust as will provide the amount of cash for
     such  payments.  The  Trustee  shall not be required to make any payment in
     cash until the Administrator has provided  direction as to the assets to be
     converted to cash for the purpose of making such payment.

13.  Direction by Company or  Administrator.  The Company  shall  certify to the
     Trustee the names and specimen signatures of the Administrator. The Company
     shall give prompt  notice to the  Trustee of changes in the  Administrator,
     and until such  notice is  received by the  Trustee,  the Trustee  shall be
     fully  protected in assuming  that the  Administrator  is unchanged  and is
     acting accordingly.  The Administrator may certify to the Trustee the names
     of persons  authorized  to act for it in  relation  to the  Trustee and may
     designate a person,  corporation or other entity, whether or not affiliated
     with the Company, to so act. Whenever the Trustee is required or authorized
     to  take  any  action  hereunder  pursuant  to  any  written  direction  or
     determination  of the  Company  or the  Administrator,  such  direction  or
     determination shall be sufficient protection to the Trustee if contained in
     a writing  signed by any one or more of the persons  authorized  to execute
     documents  on behalf of the Company or the  Administrator,  as the case may
     be,  pursuant  to the  Plan.  The  Trustee  shall  act,  and shall be fully
     protected  in  acting,  in  accordance  with  such  orders,   requests  and
     instructions  of the  Company or the  Administrator.  By such a writing the
     Company or the  Administrator,  as the case may be, may ratify,  approve or
     confirm  any  action  taken by the  Trustee,  and upon  such  ratification,
     approval  or  confirmation   the  Trustee  shall  be  protected  as  though
     authorization  or  determination  by the Company or the  Administrator  had
     preceded  such  action.  In the absence of  direction by the Company or the
     Administrator  as to any matter provided in this Agreement or the Plan, the
     Trustee may in its  discretion  take such action as it deems fit and proper
     with  respect  thereto  after  reasonable  attempts  to secure  Company  or
     Administrator direction;  provided,  however, that the Trustee shall not be
     obligated to take any such action. The Trustee may deliver documents to the
     Company or the  Administrator  by  delivering  the same,  or by mailing the
     same, postage prepaid,  addressed to the Company or the  Administrator,  as
     the case may be, at its principal place of business.

14.  Records  and  Accounting.  The Trustee  shall keep  adequate  and  accurate
     accounts of investments,  receipts,  disbursements  and other  transactions
     hereunder,  and all



                                       15
<PAGE>


     accounts,  books  and  records  relating  thereto  shall  be  open  at  all
     reasonable  times to  inspection  and  audit by the  Administrator  and its
     authorized representatives. The Trustee shall render to the Company and the
     Administrator in writing, at least once each twelve (12) months and at such
     times as required by the Plan and,  in any event,  within  ninety (90) days
     after its removal or resignation as provided in Section 17 hereof, accounts
     of its transactions under this Agreement, and the Administrator may approve
     such accounts of the Trustee by an  instrument in writing  delivered to the
     Trustee.  In the  absence of the filing in writing  with the Trustee by the
     Administrator  of exceptions  or objections to any such account  within one
     year after the receipt thereof,  the Administrator  shall be deemed to have
     approved  such account;  and in such case, or upon the written  approval of
     the Administrator of any such account, the Trustee, to the extent permitted
     by applicable law, shall be released,  relieved and discharged with respect
     to all matters and things set forth in such account. The Trustee shall from
     time to time make such other  reports  and furnish  such other  information
     concerning  the  Trust  (including   valuations  of  each  Investment  Fund
     established   pursuant   to  Section  8)  to  the   Administrator   as  the
     Administrator may reasonably request or as may be required by the Plan. The
     Administrator  shall arrange for each Investment Manager appointed pursuant
     to Section 8(b),  and each  insurance  company,  bank,  or other  financial
     institution issuing contracts held by the Trustee pursuant to Section 10 to
     furnish the Trustee with such  valuations  and reports as are  necessary to
     enable the Trustee to fulfill its  obligations  under this  Section 14, and
     the Trustee shall be fully  protected in relying upon such  valuations  and
     reports.  In any proceeding  instituted by the Trustee,  the Company or the
     Administrator  or all of them with  respect to any account of the  Trustee,
     only the  Company,  the  Administrator  and the Trustee  shall be necessary
     parties.

15.  Trustee's  Compensation  and  Expenses.  The  Trustee  shall  be paid  such
     reasonable  compensation  as provided in the Fee Schedule  attached to this
     Agreement.  The  compensation  of the Trustee and any reasonable  expenses,
     including  reasonable  attorneys' fees and the cost of any bond,  surety or
     other security  which may be required of the Trustee by ERISA,  incurred by
     the Trustee in the performance of its duties,  and all other proper charges
     and  disbursements  of the Trustee may be paid by the Company within thirty
     (30) days after so billed,  and will  automatically  be  deducted  from the
     Trust if,  upon the  expiration  of  thirty  (30)  days,  such fees are not
     separately paid by the Company.  All expenses  (including taxes pursuant to
     Section 23) of the Trust,  other than those  expenses which are paid by the
     Company,  which are allocable to an Investment Fund established pursuant to
     Section 8 shall be charged to such Investment Fund. All such expenses which
     are not so allocable shall be charged against each of the Investment  Funds
     in the same  proportion as the value of the assets held in such  Investment
     Fund bears to the value of the total  assets held in all of the  Investment
     Funds.  Any account  maintenance or  administration  fees applicable to any
     Plan member's  account which are not paid hereunder by the Company shall be
     charged  against the interest of the Plan member and, in the case of a loan
     of a Plan member, if applicable,  all


                                       16
<PAGE>
     expenses  (including taxes pursuant to Section 23) of the Trust, other than
     those expenses  which are paid by the Company,  which are allocable to such
     loan,  shall be charged  against the interest of such Plan member under the
     Plan.

16.  Litigation  Involving Trust Assets.  If any asset of the Trust is, or while
     this  Agreement is in effect  becomes,  subject to any claims or litigation
     (other  than a routine  claim for  benefits  brought  by a  Participant  or
     Beneficiary  against the Trust generally),  the Administrator  shall direct
     the  Trustee to  execute  and  deliver  on behalf of the Trust such  forms,
     pleadings,  agreements or other  documents  necessary to the prosecution or
     defense of such claims or  litigation.  The Trustee shall have no authority
     to act on its own  discretion  with respect to such claim or litigation and
     shall have no duty to question any direction of the Administrator  relating
     thereto. Except as may otherwise be provided under ERISA, the Trustee shall
     be fully protected in acting in accordance  with written  directions of the
     Administrator,  and  shall be under no  liability  for any loss of any kind
     which  may  result  by  reason  of any  action  taken or  omitted  by it in
     accordance  with  any  direction  of the  Administrator,  or by  reason  of
     inaction in the absence of written directions from the  Administrator.  The
     Trustee's  retention  of counsel in order to monitor  the  progress of such
     claim or litigation (including, but not limited to, review of all pertinent
     documents),  shall be separate from the counsel representing the Company or
     any other  party in respect of such claim or  litigation.  The cost of such
     counsel  shall be an expense of the Trust and shall be charged to the Trust
     as provided in Section 15 unless paid by the Company.

17.  Resignation or Removal of Trustee.  The Trustee may resign at any time upon
     sixty (60) days' written notice to the Company,  and the Company may remove
     the  Trustee  at any time  upon  sixty  (60)  days'  written  notice to the
     Trustee;  provided,  however,  that the parties  may by written  instrument
     waive such  notice.  The Trustee  reserves  the right at any time to resign
     immediately  if  the  Company  transfers  the  Plan's  administration  to a
     recordkeeper  other  than  the  recordkeeper   designated  in  the  Service
     Agreement,  a copy of which is attached hereto, without the Trustee's prior
     written  consent,  by  delivering  to the  Company a notice of  resignation
     certified by the  Trustee.  The Trustee  further  reserves the right at any
     time to  resign  immediately  by  delivering  to the  Company  a notice  of
     resignation  certified  by the  Trustee  if the assets of the Trust are not
     invested  in  investment  products  which are  sponsored,  underwritten  or
     managed  by  affiliates  of  the  Trustee,  unless  the  Service  Agreement
     otherwise specifically provides. If the Trustee shall resign, be removed or
     for any other  reason  cease to be  Trustee,  the Company  shall  appoint a
     successor  Trustee  or  Trustees  to whom  the  Trustee,  upon  receipt  of
     acceptance by such successor,  shall promptly  deliver all of the assets of
     the Trust  less any  unpaid  fees or  expenses.  Subject  to the  foregoing
     provisions,  any  resignation or removal of the Trustee or appointment of a
     new Trustee shall be by instrument in writing and shall become effective on
     the date  therein  specified.  Any  successor  Trustee  shall have the same
     powers and duties as the succeeded Trustee,  subject to such changes as the
     Company  may then  determine.


                                       17
<PAGE>

     Upon request of such  successor  Trustee or  Trustees,  the Company and the
     Trustee  ceasing to act shall  execute  and  deliver  such  instruments  of
     conveyance  and further  assurance and do such things as may  reasonably be
     required  for more  fully and  certainly  vesting  and  confirming  in such
     successor  Trustee or  Trustees  all the right,  title and  interest of the
     retiring  Trustee  in and to  the  assets  of the  Trust.  The  Trustee  is
     authorized, however, to reserve such sums of money as may be reasonable for
     payment  of  its  compensation  and  expenses  (including  legal  fees)  in
     connection with the settlement of its account or otherwise, and any balance
     of such reserve  remaining after payment of such  compensation and expenses
     shall be promptly paid over to the successor Trustee or Trustees.

18.  Duties  of  Trustee.  The  duties  of  the  Trustee  shall  be  only  those
     specifically  undertaken by the Trustee  pursuant to this Trust  Agreement.
     The Trustee shall have no responsibility for the administration of the Plan
     (including,  but not limited to, the  determination  of Plan  participation
     rights of  employees  of the  Company,  the  determination  of  benefits of
     members of the Plan and the  maintenance of individual  accounts of members
     of the Plan).  Except as otherwise provided by ERISA, in no event shall the
     Trustee be  responsible  for any act or  omission of any  fiduciary  of the
     Plan.  The Trustee shall have no liability for the acts or omissions of any
     predecessors  and successors in office.  The Trustee shall be under no duty
     to  question  or review the  eligible  investments  for Plan  members,  the
     investment  guidelines,  objectives  and  restrictions  established  by the
     Administrator,   or  the  specific  investment   directions  given  by  the
     Administrator  or the Plan members for any  investment,  and shall  further
     have no duty to make suggestions in connection therewith. The Trustee shall
     not be liable for any loss,  or by reason of any breach,  which arises from
     the  Administrator's  or Plan members'  exercise or  non-exercise of rights
     under this Trust Agreement,  or from any direction of the  Administrator or
     Plan members.  The Trustee shall incur no liability on account of investing
     the assets of the Trust in  accordance  with  investment  elections  of the
     Administrator  or Plan members duly  delivered to the Trustee.  The Trustee
     shall be a Plan fiduciary obligated to comply with the instructions of Plan
     members  within the  meaning of  Section  2550.404(c)-1(b)(2)(i)(A)  of the
     Department of Labor  regulations,  but shall have no other duties except as
     specifically  set forth in this Trust  Agreement or the Service  Agreement.
     Without limiting the foregoing,  it is specifically agreed that the Trustee
     shall not be a plan fiduciary  identified to be  responsible  for providing
     information  described in Section  (b)(2)(i)(B) of such  regulations,  or a
     fiduciary   responsible   for   selecting  a  broad  range  of   investment
     alternatives within the meaning of such regulations.

19.  Indemnification.  The Company  hereby agrees to indemnify and hold harmless
     the Trustee  from and against any  losses,  damages,  liabilities,  claims,
     costs or expenses  (including  attorneys' fees) which the Trustee may incur
     by reason of this  Trust  Agreement,  (including,  without  limitation,  by
     reason of the Trustee's making benefit  payments  pursuant to fraudulent or
     unauthorized  instructions)  excepting

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<PAGE>

     only losses, damages,  liabilities,  claims, costs or expenses arising from
     the Trustee's negligence or willful misconduct.  A waiver by the Trustee of
     any  signature  guarantee  requirement  relating  to the  investments  held
     hereunder,  or the  provision  of services  through  the  Internet or other
     electronic  means,   shall  not  be  construed  as  negligence  or  willful
     misconduct  on the part of the Trustee.  The  provisions of this Section 19
     shall survive the termination of this Agreement.

20.  Amendment or  Termination.  The Company  reserves the right at any time and
     from  time  to  time to  amend,  in  whole  or in  part,  any or all of the
     provisions of, or to terminate, this Agreement by delivering to the Trustee
     a copy of an amendment or a notice of  termination  certified by an officer
     of the Company; provided, however, that no such amendment which affects the
     rights,  duties or  responsibilities of the Trustee may be made without its
     consent,  and provided  further that no such amendment  shall  authorize or
     permit  any part of the  corpus  or  income  of the Trust to be used for or
     diverted  to  purposes  other  than  those set forth in Section 3. Any such
     amendment  shall  be  effective  upon  delivery  to the  Trustee  unless  a
     different  effective date is specifically stated and any such amendment may
     be made  retroactively  as shall be permitted  under  applicable  law. Upon
     termination  of  this  Agreement,   the  Trustee,  upon  direction  of  the
     Administrator  shall  liquidate  the  Trust  to  the  extent  required  for
     distribution  and, after the final account of the Trustee has been approved
     and settled,  shall  distribute  the balance of the Trust  remaining in its
     hands as directed by the Administrator or in the absence of such direction,
     as may be  directed  by a  judgment  or  decree  of a  court  of  competent
     jurisdiction.  Following  any such  termination  the powers of the  Trustee
     hereunder  shall  continue as long as any of the assets of the Trust remain
     in its hands,  but only as to those assets which during such time remain in
     the Trust.

21.  Additional Participating Companies. Any Participating Company as defined in
     the Plan, may become a participating employer in the Trust in the manner as
     set forth in the Plan. Each such additional  participating  employer hereby
     delegates all such rights, powers, and duties, with respect to the Trust as
     applied to it including  amendment or termination of the Trust,  to Comcast
     Corporation acting alone.

22.  Spendthrift  Provision.  Except as otherwise  provided in the Plan,  to the
     maximum extent permitted by law, beneficial  interests in the Trust of Plan
     members under the Plan shall not be assignable  nor subject to  alienation,
     sale, transfer, pledge, encumbrance,  mortgage, attachment, execution, levy
     or  receivership,  nor shall they pass to any trustee in  bankruptcy  or be
     reached or applied by any legal process for the payment of any  obligations
     of any such person; provided,  however, that nothing herein shall prevent a
     Plan member from  assigning  his  interest in the Trust as security for the
     repayment of any loan made to him from the Trust  pursuant to the Plan, and
     further  provided that nothing herein shall prevent the Trustee from making
     payments in accordance with a Qualified  Domestic  Relations Order, as that
     term  is  defined  in  Code  Section  414(p).  Any  attempt  at



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<PAGE>


     any other assignment,  alienation,  sale,  transfer,  pledge,  encumbrance,
     mortgage, attachment, execution or levy shall be void and unenforceable.

23.  Payment of Taxes.  The Trustee may pay out of the Trust (or the appropriate
     Investment Fund or Funds) any and all taxes of any and all kinds, including
     without limitation property taxes and income taxes levied or assessed under
     existing  or future  laws upon or in  respect  of the Trust or any  monies,
     securities or other property forming a part thereof or the income therefrom
     subject to the terms of any  agreements  or contracts  made with respect to
     trust  investments  which make other  provision for such tax payments.  The
     Trustee may assume that any taxes assessed on or in respect of the Trust or
     its income are lawfully assessed unless the Administrator  shall in writing
     advise the Trustee  that in the  opinion of counsel  for the  Company  such
     taxes  are  or  may  be  unlawfully   assessed.   In  the  event  that  the
     Administrator  shall  so  advise  the  Trustee,  the  Trustee  will,  if so
     requested  in writing by the  Administrator  contest  the  validity of such
     taxes in any manner deemed appropriate by the Company or its counsel but at
     the expense of the Trust;  or the  Company may contest the  validity of any
     such taxes at the expense of the Trust and in the name of the Trustee;  and
     the  Trustee  agrees to execute all  documents,  instruments,  claims,  and
     petitions  necessary  or  advisable  in the  opinion of the  Company or its
     counsel for the refund,  abatement,  reduction or  elimination  of any such
     taxes. At the direction of the  Administrator the Trustee shall collect all
     income tax to be  withheld  from any  benefit  payments  from the Trust and
     shall  report  and pay over such  taxes to the  Internal  Revenue  Service,
     except  for  payments  made  directly  by an  insurer  to a Plan  member or
     beneficiary under an annuity or insurance contract, if applicable.

24.  Successor  to Company or Trustee.  Any  successor to all or a major part of
     the business of the Trustee,  by whatever form or manner  resulting,  shall
     ipso facto  succeed to all the rights,  powers and duties  hereunder of the
     Trustee.  Any  successor  to all or a  major  part of the  business  of the
     Company,  by whatever form or manner  resulting,  may continue the Plan and
     Trust by executing  appropriate  amendments  thereto,  and  thereupon  such
     successor  shall ipso facto  succeed to all the  rights,  powers and duties
     hereunder of the Company.

25.  Construction.  In any question of  interpretation or other matter of doubt,
     the Trustee, the Administrator and the Company may rely upon the opinion of
     counsel for the  Company or any other  attorney  at law  designated  by the
     Company with the approval of the Trustee.  The provisions of this Agreement
     shall be construed,  administered and enforced according to the laws of the
     United States and, to the extent permitted by such laws, by the laws of the
     Commonwealth  of  Massachusetts.  All  contributions  to the Trust shall be
     deemed to be made in the Commonwealth of Massachusetts.

26.  Impossibility  of  Performance.  In  case  it  becomes  impossible  for the
     Company,  the  Administrator  or the  Trustee to perform any act under this
     Agreement,  that  act




                                       20
<PAGE>


     shall be  performed  which in the judgment of the  Administrator  will most
     nearly carry out the intent and purpose of the Plan and Trust.  All parties
     to this  Agreement or any way interested in the Trust shall be bound by any
     acts performed under such condition.

27.  Definition of Words.  Feminine or neuter  pronouns shall be substituted for
     those of the masculine  form, and the plural shall be  substituted  for the
     singular,  in any place or places herein where the context may require such
     substitution or substitutions.

28.  Titles.  The titles of sections are included only for convenience and shall
     not be construed as part of this  Agreement or in any respect  affecting or
     modifying its provisions.

29.  Execution of Trust Agreement.  This Agreement may be executed in any number
     of  counterparts  and each fully  executed  counterpart  shall be deemed an
     original.


     IN WITNESS  WHEREOF  these  presents have been signed and sealed for and on
behalf of the Company and the  Trustee  effective  as of the above date by their
duly authorized officers as of this ___ day of _________, 19__.

                                    COMCAST CORPORATION


                                    By:
---------------------------            ---------------------------
Witness
                                    Title:
                                          ---------------------------

                                    PUTNAM FIDUCIARY TRUST COMPANY


                                    By:
---------------------------            ---------------------------
Witness
                                    Title:
                                          ---------------------------












1/28/99




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<PAGE>


               THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
                          TRUST AGREEMENT FEE SCHEDULE


The following  services  associated  with the Trust Agreement are subject to the
fees specified below. The Company agrees to pay the Trustee fees and expenses as
follows:

1.       Trust Distributions:

         $10.00 per Trust distribution,  which includes  preparation and mailing
         of IRS Form 1099-R.  Distributions include all payments to Participants
         and   Beneficiaries,   and  payments  to  the   Administrator   or  the
         Administrator's  designee.  Unless otherwise paid by the Company, Trust
         distribution  fees  will  be  deducted  from  the  Trust   distribution
         proceeds.  This  fee is  waived  if the  Participant  elects  a  direct
         rollover of 100% of his/her vested account balance into an IRA invested
         solely in the Putnam mutual funds.

2.       Company Stock:

         $18.00 per stock certificate  issued. This fee includes the preparation
         and mailing of IRS Form 1099-R.

         $.50 per Participant for proxy solicitation cost plus out of pocket and
         postage expenses.


















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