COMCAST CORPORATION

                             1996 STOCK OPTION PLAN

             (As Amended and Restated, Effective December 10, 1996)


               1. Purpose of Plan

               The purpose of the Plan is to assist the Company in retaining
valued employees, officers and directors by offering them a greater stake in the
Company's success and a closer identity with it, and to aid in attracting
individuals whose services would be helpful to the Company and would contribute
to its success.

               2. Definitions

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

               (b) "Board" means the board of directors of the Sponsor.

               (c) "Cause" means:

                    (i) for an employee of a Company, a finding by the
     Committee, after full consideration of the facts presented on behalf of
     both the Company and the employee, that the employee has breached his
     employment contract with a Company, has disclosed trade secrets of a
     Company or has been engaged in any sort of disloyalty to a Company,
     including, without limitation, fraud, embezzlement, theft, commission of a
     felony or proven dishonesty in the course of his employment.

                    (ii) for a Non-Employee Director, a finding by the
     Committee, after full consideration of the facts presented on behalf of
     both the Company and the Director, that such Non-Employee Director has
     disclosed trade secrets of a Company, or has been engaged in any sort of
     disloyalty to a Company, including, without limitation, fraud,
     embezzlement, theft, commission of a felony or proven dishonesty in the
     course of his service as a Non-Employee Director.


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               (d) "Change of Control" means any transaction or series of
transactions as a result of which any Person who was a Third Party immediately
before such transaction or series of transactions owns then-outstanding
securities of the Sponsor having more than 50 percent of the voting power for
the election of directors of the Sponsor.

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

               (f) "Comcast Plan" means any restricted stock, stock bonus, stock
option or other compensation plan, program or arrangement established or
maintained by the Company or an Affiliate, including but not limited to this
Plan, the Comcast Corporation 1990 Restricted Stock Plan and the Comcast
Corporation 1987 Stock Option Plan.

               (g) "Committee" means the committee described in Paragraph 5.

               (h) "Common Stock" means the Sponsor's Class A Special Common
Stock, par value, $1.00.

               (i) "Company" means the Sponsor and each of the Parent Companies
and Subsidiary Companies.

               (j) "Date of Grant" means the date as of which an Option is
granted.

               (k) "Disability" means a disability within the meaning of section
22(e)(3) of the Code.

               (l) "Election Date" means the date on which an individual is
first elected to the Board as a Non-Employee Director, or is elected to the
Board as a Non-Employee Director following a period of one year or more during
which such individual was not a member of the Board.

               (m) "Fair Market Value. If Shares are listed on a stock exchange,
Fair Market Value shall be determined based on the last reported sale price of a
Share on the principal exchange on which Shares are listed on the last trading
day prior to the date of determination, or, if Shares are not so listed, but
trades of Shares are reported on the Nasdaq National Market, the last quoted
sale price of a Share on the Nasdaq National Market on the last trading day
prior to the date of determination.

               (n) "Grant Date" means each February 1st after the date of
adoption of the Plan by the Board.

               (o) "Immediate Family" means an Optionee's spouse and lineal
descendants, any trust all beneficiaries of which are any of such persons and
any partnership all partners of which are any of such persons.

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               (p) "Incentive Stock Option" means an Option granted under the
Plan, designated by the Committee at the time of such grant as an Incentive
Stock Option within the meaning of section 422 of the Code and containing the
terms specified herein for Incentive Stock Options; provided, however, that to
the extent an Option granted under the Plan and designated by the Committee at
the time of grant as an Incentive Stock Option fails to satisfy the requirements
for an incentive stock option under section 422 of the Code for any reason, such
Option shall be treated as a Non-Qualified Option.

               (q) "Non-Employee Director" means an individual who is a member
of the Board, and who is not an employee of a Company, including an individual
who is a member of the Board and who previously was an employee of a Company.

               (r) "Non-Qualified Option" means:

                    (i) an Option granted under the Plan, designated by the
     Committee at the time of such grant as a Non-Qualified Option and
     containing the terms specified herein for Non-Qualified Options; and

                    (ii) an Option granted under the Plan and designated by the
     Committee at the time of grant as an Incentive Stock Option, to the extent
     such Option fails to satisfy the requirements for an incentive stock option
     under section 422 of the Code for any reason.

                    (s) "Option" means any stock option granted under the Plan
and described in either Paragraph 3(a) or Paragraph 3(b).

                    (t) "Optionee" means a person to whom an Option has been
granted under the Plan, which Option has not been exercised in full and has not
expired or terminated.

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

                    (i) the total number of Shares owned by an Optionee; over

                    (ii) the sum of:

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

                              (y)       the number of Shares owned by such
                                        Optionee that has, within the preceding
                                        six months, been the subject of a
                                        withholding certification pursuant to

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                                        Paragraph 16(b) or any similar
                                        withholding certification under any
                                        other Comcast Plan; plus

                              (z)       the number of Shares owned by such
                                        Optionee that has, within the preceding
                                        six months, been received in exchange
                                        for Shares surrendered as payment, in
                                        full or in part, of the exercise price
                                        for an option to purchase any securities
                                        of the Sponsor or an Affiliate under any
                                        Comcast Plan, but only to the extent of
                                        the number of Shares surrendered.

For purposes of Paragraphs 7(d) and 8(d), the number of Other Available Shares
shall be determined separately for the Sponsor's Class A Special Common Stock,
par value, $1.00, and for the Sponsor's Class A Common Stock, par value, $1.00.

                    (v) "Outside Director" means a member of the Board who is an
"outside director" within the meaning of section 162(m)(4)(C) of the Code and
applicable Treasury Regulations issued thereunder.

                    (w) "Parent Company" means all corporations that, at the
time in question, are parent corporations of the Sponsor within the meaning of
section 424(e) of the Code.

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

                    (y) "Plan" means the Comcast Corporation 1996 Stock Option
Plan.

                    (z) "Roberts Family." Each of the following is a member of
the Roberts Family:

                       (i) Ralph J. Roberts;

                       (ii) a lineal descendant of Ralph J. Roberts; or

                       (iii) a trust established for the benefit of any of Ralph
J. Roberts and/or a lineal descendant or descendants of Ralph J. Roberts.

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

                         (i) for all purposes of the Plan, a share or shares of
     Common Stock or such other securities issued by the Sponsor as may be the
     subject of an adjustment under Paragraph 11.

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                         (ii) solely for purposes of Paragraphs 7(d) and 8(d),
     the term "Share" or "Shares" also means a share or shares of the Sponsor's
     Class A Common Stock, par value, $1.00.

                    (bb) "Sponsor" means Comcast Corporation, a Pennsylvania
corporation, including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.

                    (cc) "Subsidiary Companies" means all corporations that, at
the time in question, are subsidiary corporations of the Sponsor within the
meaning of section 424(f) of the Code.

                    (dd) "Ten Percent Shareholder" means a person who on the
Date of Grant owns, either directly or within the meaning of the attribution
rules contained in section 424(d) of the Code, stock possessing more than 10% of
the total combined voting power of all classes of stock of his employer
corporation or of its parent or subsidiary corporations, as defined respectively
in sections 424(e) and (f) of the Code, provided that the employer corporation
is a Company.

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

                              (i)       the liquidation of the Sponsor; or

                              (ii)      a Change of Control.

                    (ff) "Third Party" means any Person other than a Company,
together with such Person's Affiliates, provided that the term "Third Party"
shall not include the Sponsor, an Affiliate of the Sponsor or any member or
members of the Roberts Family.

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

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

               3. Rights To Be Granted

                    (a) Types of Options Available for Grant. Rights that may be
granted under the Plan are:

                         (i) Incentive Stock Options, which give an Optionee who
     is an employee of a Company the right for a specified time period to
     purchase a specified number of Shares for a price not less than the Fair
     Market Value on the Date of Grant; and

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                         (ii) Non-Qualified Options, which give the Optionee the
     right for a specified time period to purchase a specified number of Shares
     for a price not less than the Fair Market Value on the Date of Grant.

                    (b) Limit on Grant of Options. The maximum number of Shares
for which Options may be granted to any single individual in any calendar year,
adjusted as provided in Section 11, shall be 1,000,000 Shares.

                    (c) Presumption of Incentive Stock Option Status. Each
Option granted under the Plan to an employee of a Company is intended to be an
Incentive Stock Option, except to the extent any such grant would exceed the
limitation of Paragraph 9 and except for any Option specifically designated at
the time of grant as an Option that is not an Incentive Stock Option.

               4. Shares Subject to Plan

               Subject to adjustment as provided in Paragraph 11, not more than
20,000,000 Shares in the aggregate may be issued pursuant to the Plan upon
exercise of Options. Shares delivered pursuant to the exercise of an Option may,
at the Sponsor's option, be either treasury Shares or Shares originally issued
for such purpose. If an Option covering Shares terminates or expires without
having been exercised in full, other Options may be granted covering the Shares
as to which the Option terminated or expired.

               5. Administration of Plan

                    (a) Committee. The Plan shall be administered by the
Subcommittee on Performance Based Compensation of the Compensation Committee of
the Board or any other committee or subcommittee designated by the Board,
provided that the committee administering the Plan is composed of two or more
non-employee members of the Board, each of whom is an Outside Director.
Notwithstanding the foregoing, if Non-Employee Directors are granted Options in
accordance with the provisions of Paragraph 8, the directors to whom such
Options will be granted, the timing of grants of such Options, the Option Price
of such Options and the number of Option Shares included in such Options shall
be as specifically set forth in Paragraph 8. No member of the Committee shall
participate in the resolution of any issue that exclusively involves an Option
granted to such member.

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

                    (c) Exculpation. No member of the Committee shall be
personally liable for monetary damages for any action taken or any failure to
take any action in connection

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with the administration of the Plan or the granting of Options thereunder unless
(i) the member of the Committee has breached or failed to perform the duties of
his office, and (ii) the breach or failure to perform constitutes self-dealing,
wilful misconduct or recklessness; provided, however, that the provisions of
this Paragraph 5(c) shall not apply to the responsibility or liability of a
member of the Committee pursuant to any criminal statute.

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

               6. Eligibility

                    (a) Eligible individuals to whom Options may be granted
shall be employees, officers or directors of a Company who are selected by the
Committee for the grant of Options. The terms and conditions of Options granted
to individuals other than Non- Employee Directors shall be determined by the
Committee, subject to Paragraph 7. The terms and conditions of Options granted
to Non-Employee Directors shall be determined by the Committee, subject to
Paragraph 8.

                    (b) An Incentive Stock Option shall not be granted to a Ten
Percent Shareholder except on such terms concerning the option price and term as
are provided in Paragraph 7(b) and 7(g) with respect to such a person. An Option
designated as Incentive Stock Option granted to a Ten Percent Shareholder but
which does not comply with the requirements of the preceding sentence shall be
treated as a Non-Qualified Option. An Option designated as an Incentive Stock
Option shall be treated as a Non-Qualified Option if the Optionee is not an
employee of a Company on the Date of Grant.

               7. Option Documents and Terms - In General

               All Options granted to Optionees other than Non-Employee
Directors shall be evidenced by option documents. The terms of each such option
document shall be determined from time to time by the Committee, consistent,
however, with the following:

                    (a) Time of Grant. All Options shall be granted within 10
years from the earlier of (i) the date of adoption of the Plan by the Board, or
(ii) approval of the Plan by the shareholders of the Sponsor.

                    (b) Option Price. The option price per Share with respect to
any Option shall be determined by the Committee but shall not be less than 100%
of the Fair Market

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Value of such Share on the Date of Grant; provided, however, that with respect
to any Incentive Stock Options granted to a Ten Percent Shareholder, the option
price per Share shall not be less than 110% of the Fair Market Value of such
Share on the Date of Grant.

                    (c) Restrictions on Transferability. No Option granted under
this Paragraph 7 shall be transferable otherwise than by will or the laws of
descent and distribution and, during the lifetime of the Optionee, shall be
exercisable only by him or for his benefit by his attorney-in-fact or guardian;
provided that the Committee may, in its discretion, at the time of grant of a
Non-Qualified Option or by amendment of an option document for an Incentive
Stock Option or a Non-Qualified Option, provide that Options granted to or held
by an Optionee may be transferred, in whole or in part, to one or more
transferees and exercised by any such transferee; provided further that (i) any
such transfer is without consideration and (ii) each transferee is a member of
such Optionee's Immediate Family; and provided further that any Incentive Stock
Option granted pursuant to an option document which is amended to permit
transfers during the lifetime of the Optionee shall, upon the effectiveness of
such amendment, be treated thereafter as a Non-Qualified Option. No transfer of
an Option shall be effective unless the Committee is notified of the terms and
conditions of the transfer and the Committee determines that the transfer
complies with the requirements for transfers of Options under the Plan and the
option document. Any person to whom an Option has been transferred may exercise
any Options only in accordance with the provisions of Paragraph 7(g) and this
Paragraph 7(c).

                    (d) Payment Upon Exercise of Options. Full payment for
Shares purchased upon the exercise of an Option shall be made in cash, by
certified check payable to the order of the Sponsor, or, at the election of the
Optionee and as the Committee may, in its sole discretion, approve, by
surrendering Shares with an aggregate Fair Market Value equal to the aggregate
option price, or by delivering such combination of Shares and cash as the
Committee may, in its sole discretion, approve; provided, however, that Shares
may be surrendered in satisfaction of the option price only if the Optionee
certifies in writing to the Sponsor that the Optionee owns a number of Other
Available Shares as of the date the Option is exercised that is at least equal
to the number of Shares to be surrendered in satisfaction of the Option Price;
provided further, however, that the option price may not be paid in Shares if
the Committee determines that such method of payment would result in liability
under section 16(b) of the 1934 Act to an Optionee. Except as otherwise provided
by the Committee, if payment is made in whole or in part in Shares, the Optionee
shall deliver to the Sponsor certificates registered in the name of such
Optionee representing Shares legally and beneficially owned by such Optionee,
free of all liens, claims and encumbrances of every kind and having a Fair
Market Value on the date of delivery that is not greater than the option price
accompanied by stock powers duly endorsed in blank by the record holder of the
Shares represented by such certificates. If the Committee, in its sole
discretion, should refuse to accept Shares in payment of the option price, any
certificates representing Shares which were delivered to the Sponsor shall be
returned to the Optionee with notice of the refusal of the Committee to accept
such Shares in payment of the

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option price. The Committee may impose such limitations and prohibitions on the
use of Shares to exercise an Option as it deems appropriate.

                    (e) Issuance of Certificate Upon Exercise of Options;
Payment of Cash. Only whole Shares shall be issuable upon exercise of Options.
Any right to a fractional Share shall be satisfied in cash. Upon satisfaction of
the conditions of Paragraph 10, a certificate for the number of whole Shares and
a check for the Fair Market Value on the date of exercise of any fractional
Share to which the Optionee is entitled shall be delivered to such Optionee by
the Sponsor.

                    (f) Termination of Employment. For purposes of the Plan, a
transfer of an employee between two employers, each of which is a Company, shall
not be deemed a termination of employment. For purposes of Paragraph 7(g), an
Optionee's termination of employment shall be deemed to occur on the date an
Optionee ceases to serve as an active employee of a Company, as determined by
the Committee in its sole discretion, or, if the Optionee is a party to an
employment agreement with a Company, on the effective date of the Optionee's
termination of employment as determined under such agreement.

                    (g) Periods of Exercise of Options. An Option shall be
exercisable in whole or in part at such time or times as may be determined by
the Committee and stated in the option document, provided, however, that if the
grant of an Option would be subject to section 16(b) of the 1934 Act, unless the
requirements for exemption therefrom in Rule 16b-3(c)(1), under such Act, or any
successor provision, are met, the option document for such Option shall provide
that such Option is not exercisable until not less than six months have elapsed
from the Date of Grant. Except as otherwise provided by the Committee in its
discretion, no Option shall first become exercisable following an Optionee's
termination of employment for any reason; provided further, that:

                         (i) In the event that an Optionee terminates employment
          with the Company for any reason other than death or Cause, any Option
          held by such Optionee and which is then exercisable shall be
          exercisable for a period of 90 days following the date the Optionee
          terminates employment with the Company (unless a longer period is
          established by the Committee); provided, however, that if such
          termination of employment with the Company is due to the Disability of
          the Optionee, he shall have the right to exercise those of his Options
          which are then exercisable for a period of one year following such
          termination of employment (unless a longer period is established by
          the Committee); provided, however, that in no event shall an Incentive
          Stock Option be exercisable after five years from the Date of Grant in
          the case of a grant to a Ten Percent Shareholder, nor shall any other
          Option be exercisable after ten years from the Date of Grant.


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                         (ii) In the event that an Optionee terminates
          employment with the Company by reason of his death, any Option held at
          death by such Optionee which is then exercisable shall be exercisable
          for a period of one year from the date of death (unless a longer
          period is established by the Committee) by the person to whom the
          rights of the Optionee shall have passed by will or by the laws of
          descent and distribution; provided, however, that in no event shall an
          Incentive Stock Option be exercisable after five years from the Date
          of Grant in the case of a grant to a Ten Percent Shareholder, nor
          shall any other Option be exercisable after ten years from the Date of
          Grant.

                         (iii) In the event that an Optionee's employment with
          the Company is terminated for Cause, each unexercised Option held by
          such Optionee shall terminate and cease to be exercisable; provided
          further, that in such event, in addition to immediate termination of
          the Option, the Optionee, upon a determination by the Committee shall
          automatically forfeit all Shares otherwise subject to delivery upon
          exercise of an Option but for which the Sponsor has not yet delivered
          the Share certificates, upon refund by the Sponsor of the option
          price.

                    (h) Date of Exercise. The date of exercise of an Option
shall be the date on which written notice of exercise, addressed to the Sponsor
at its main office to the attention of its Secretary, is hand delivered,
telecopied or mailed first class postage prepaid; provided, however, that the
Sponsor shall not be obligated to deliver any certificates for Shares pursuant
to the exercise of an Option until the Optionee shall have made payment in full
of the option price for such Shares. Each such exercise shall be irrevocable
when given. Each notice of exercise must (i) specify the Incentive Stock Option,
Non-Qualified Option or combination thereof being exercised; and (ii) include a
statement of preference (which shall binding on and irrevocable by the Optionee
but shall not be binding on the Committee) as to the manner in which payment to
the Sponsor shall be made (Shares or cash or a combination of Shares and cash).
Each notice of exercise shall also comply with the requirements of Paragraph 15.

               8. Option Documents and Terms - Non-Employee Directors

               Options granted pursuant to the Plan to Non-Employee Directors
shall be granted, without any further action by the Committee, in accordance
with the terms and conditions set forth in this Paragraph 8. Options granted
pursuant to Paragraph 8(a) shall be evidenced by option documents. The terms of
each such option document shall be consistent with Paragraphs 8(b) through 8(g),
as follows:

                    (a) Grant of Options to Non-Employee Directors. Each Non-
Employee Director shall be granted, commencing on the Grant Date next following
the adoption of this Plan by the Board and on each successive Grant Date
thereafter, a Non-Qualified Option

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to purchase 5,400 Shares. Notwithstanding the preceding sentence, each newly
elected Non- Employee Director:

                         (i) shall be granted a Non-Qualified Option to purchase
     9,000 Shares on the Election Date; and

                         (ii) shall not be entitled to the grant of an Option
     hereunder on the Grant Date immediately following the Non-Employee
     Director's Election Date if such Election Date is within ninety (90) days
     of the Grant Date.

                    (b) Option Price. The option price per Share with respect to
any Option granted under this Paragraph 8 shall be 100% of the Fair Market Value
of such Share on the Grant Date.

                    (c) Restrictions on Transferability. No Option granted under
this Paragraph 8 shall be transferable otherwise than by will or the laws of
descent and distribution and, during the lifetime of the Optionee, shall be
exercisable only by him or for his benefit by his attorney-in-fact or guardian;
provided that the Committee may, in its discretion, at the time of grant of an
Option or by amendment of an option document for an Option, provide that Options
may be transferred, in whole or in part, to one or more transferees and
exercised by any such transferee; provided further that (i) any such transfer is
without consideration, and (ii) each transferee is a member of such Optionee's
Immediate Family. No transfer of an Option shall be effective unless the
Committee is notified of the terms and conditions of the transfer and the
Committee determines that the transfer complies with the requirements for
transfers of Options under the Plan and the option document. Any person to whom
an Option has been transferred may exercise any Options only in accordance with
the provisions of Paragraph 8(f) and this Paragraph 8(c).

                    (d) Payment Upon Exercise of Options. Full payment for
Shares purchased upon the exercise of an Option shall be made in cash, by
certified check payable to the order of the Sponsor, or, at the election of the
Optionee and as the Committee may, in its sole discretion, approve, by
surrendering Shares with an aggregate Fair Market Value equal to the aggregate
option price, or by delivering such combination of Shares and cash as the
Committee may, in its sole discretion, approve; provided, however, that Shares
may be surrendered in satisfaction of the option price only if the Optionee
certifies in writing to the Sponsor that the Optionee owns a number of Other
Available Shares as of the date the Option is exercised that is at least equal
to the number of Shares to be surrendered in satisfaction of the Option Price;
provided further, however, that the option price may not be paid in Shares if
the Committee determines that such method of payment would result in liability
under section 16(b) of the 1934 Act to an Optionee. Except as otherwise provided
by the Committee, if payment is made in whole or in part in Shares, the Optionee
shall deliver to the Sponsor certificates registered in the name of such
Optionee representing Shares legally and beneficially owned by such Optionee,
free of all liens, claims and encumbrances of every kind and having a Fair
Market Value on the

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date of delivery that is not greater than the option price accompanied by stock
powers duly endorsed in blank by the record holder of the Shares represented by
such certificates. If the Committee, in its sole discretion, should refuse to
accept Shares in payment of the option price, any certificates representing
Shares which were delivered to the Sponsor shall be returned to the Optionee
with notice of the refusal of the Committee to accept such Shares in payment of
the option price. The Committee may impose such limitations and prohibitions on
the use of Shares to exercise an Option as it deems appropriate.


                    (e) Issuance of Certificate Upon Exercise of Options;
Payment of Cash. Only whole Shares shall be issuable upon exercise of Options
granted under this Paragraph 8. Any right to a fractional Share shall be
satisfied in cash. Upon satisfaction of the conditions of Paragraph 10, a
certificate for the number of whole Shares and a check for the Fair Market Value
on the date of exercise of any fractional Share to which the Optionee is
entitled shall be delivered to such Optionee by the Sponsor.

                    (f) Periods of Exercise of Options. An Option granted under
this Paragraph 8 shall not be exercisable for six months after the Date of
Grant, and shall then be exercisable in its entirety. No Option shall first
become exercisable following an Optionee's termination of service as a
Non-Employee Director for any reason; provided further, that:

                         (i) In the event that an Optionee terminates service as
          a Non-Employee Director for any reason other than death or Cause, any
          Option held by such Optionee and which is then exercisable shall be
          exercisable for a period of 90 days following the date the Optionee
          terminates service as a Non-Employee Director; provided, however, that
          if such termination of employment with the Company is due to the
          Disability of the Optionee, he shall have the right to exercise those
          of his Options which are then exercisable for a period of one year
          following the date the Optionee terminates service as a Non-Employee
          Director; provided, however, that in no event shall an Option be
          exercisable after five years from the Grant Date.

                         (ii) In the event that an Optionee terminates service
          as a Non-Employee Director by reason of his death, any Option held at
          death by such Optionee which is then exercisable shall be exercisable
          for a period of one year from the date of death by the person to whom
          the rights of the Optionee shall have passed by will or by the laws of
          descent and distribution; provided, however, that in no event shall an
          Option be exercisable after five years from the Grant Date.

                         (iii) In the event that an Optionee's service as a Non-
          Employee Director is terminated for Cause, each unexercised Option
          shall terminate and cease to be exercisable; provided further, that in
          such event, in addition to immediate termination of the Option, the
          Optionee shall automatically

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          forfeit all Shares otherwise subject to delivery upon exercise of an
          Option but for which the Sponsor has not yet delivered the Share
          certificates, upon refund by the Sponsor of the option price.

                    (g) Date of Exercise. The date of exercise of an Option
granted under this Paragraph 8 shall be the date on which written notice of
exercise, addressed to the Sponsor at its main office to the attention of its
Secretary, is hand delivered, telecopied or mailed first class postage prepaid;
provided, however, that the Sponsor shall not be obligated to deliver any
certificates for Shares pursuant to the exercise of an Option until the Optionee
shall have made payment in full of the option price for such Shares. Each such
exercise shall be irrevocable when given. Each notice of exercise must (i)
specify the Option being exercised; and (ii) include a statement as to the
manner in which payment to the Sponsor shall be made (Shares or cash or a
combination of Shares and cash). Each notice of exercise shall also comply with
the requirements of Paragraph 15.

               9. Limitation on Exercise of Incentive Stock Options.

               The aggregate Fair Market Value (determined as of the time
Options are granted) of the Shares with respect to which Incentive Stock Options
may first become exercisable by an Optionee in any one calendar year under the
Plan and any other plan of the Company shall not exceed $100,000. The
limitations imposed by this Paragraph 9 shall apply only to Incentive Stock
Options granted under the Plan, and not to any other options or stock
appreciation rights. In the event an individual receives an Option intended to
be an Incentive Stock Option which is subsequently determined to have exceeded
the limitation set forth above, or if an individual receives Options that first
become exercisable in a calendar year (whether pursuant to the terms of an
option document, acceleration of exercisability or other change in the terms and
conditions of exercise or any other reason) that have an aggregate Fair Market
Value (determined as of the time the Options are granted) that exceeds the
limitations set forth above, the Options in excess of the limitation shall be
treated as Non-Qualified Options.

               10. Rights as Shareholders

               An Optionee shall not have any right as a shareholder with
respect to any Shares subject to his Options until the Option shall have been
exercised in accordance with the terms of the Plan and the option document and
the Optionee shall have paid the full purchase price for the number of Shares in
respect of which the Option was exercised and the Optionee shall have made
arrangements acceptable to the Sponsor for the payment of applicable taxes
consistent with Paragraph 16.

               11. Changes in Capitalization

               (a) Except as provided in Paragraph 11(b), in the event that
Shares are changed into or exchanged for a different number or kind of shares of
stock or other securities of

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<PAGE>

the Sponsor, whether through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split-up or other substitution of
securities of the Sponsor, the Board shall make appropriate equitable
anti-dilution adjustments to the number and class of shares of stock available
for issuance under the Plan, and subject to outstanding Options and to the
option prices. Any reference to the option price in the Plan and in option
documents shall be a reference to the option price as so adjusted. Any reference
to the term "Shares" in the Plan and in option documents shall be a reference to
the appropriate number and class of shares of stock available for issuance under
the Plan, as adjusted pursuant to this Paragraph 11. The Board's adjustment
shall be effective and binding for all purposes of this Plan.

               (b) Paragraph 11(a) shall not apply to the number of Shares that
become subject to the grant of Options under Paragraph 8(a). Paragraph 11(a)
shall apply for the purpose of making appropriate equitable anti-dilution
adjustments to Options granted pursuant to Paragraph 8(a) before the effective
date of the relevant event giving rise to the adjustment under Paragraph 11(a).

               12. Terminating Events

                    (a) The Sponsor shall give Optionees at least thirty (30)
days' notice (or, if not practicable, such shorter notice as may be reasonably
practicable) prior to the anticipated date of the consummation of a Terminating
Event. Upon receipt of such notice, and for a period of ten (10) days thereafter
(or such shorter period as the Board shall reasonably determine and so notify
the Optionees), each Optionee shall be permitted to exercise the Option to the
extent the Option are then exercisable; provided that, the Sponsor may, by
similar notice, require the Optionee to exercise the Option, to the extent the
Option is then exercisable, or to forfeit the Option (or portion thereof, as
applicable). The Committee may, in its discretion, provide that upon the
Optionee's receipt of the notice of a Terminating Event under this Paragraph
12(a), the entire number of Shares covered by Options shall become immediately
exercisable. Upon the close of the period described in this Paragraph 12(a)
during which an Option may be exercised in connection with a Terminating Event,
such Option (including such portion thereof that is not exercisable) shall
terminate to the extent that such Option have not theretofore been exercised.

                    (b) Notwithstanding Paragraph 12(a), in the event the
Terminating Event is not consummated, the Option shall be deemed not to have
been exercised and shall be exercisable thereafter to the extent it would have
been exercisable if no such notice had been given.

               13. Interpretation

               The Committee shall have the power to interpret the Plan and to
make and amend rules for putting it into effect and administering it. It is
intended that the Incentive Stock Options granted under the Plan shall
constitute incentive stock options within the meaning of section 422

                                      -14-

<PAGE>

of the Code, and that Shares transferred pursuant to the exercise of
Non-Qualified Options shall constitute property subject to federal income tax
pursuant to the provisions of section 83 of the Code. The provisions of the Plan
shall be interpreted and applied insofar as possible to carry out such intent.

               14. Amendments

               The Board or the Committee may amend the Plan from time to time
in such manner as it may deem advisable. Nevertheless, neither the Board nor the
Committee may, without obtaining approval within twelve months before or after
such action by such vote of shareholders as may be required by Pennsylvania law
for any action requiring shareholder approval, or by a majority of votes cast at
a duly held shareholders' meeting at which a majority of all voting stock is
present and voting on such amendment, either in person or in proxy (but not, in
any event, less than the vote required pursuant to Rule 16b-3(b) under the 1934
Act) change the class of individuals eligible to receive an Incentive Stock
Option, extend the expiration date of the Plan, decrease the minimum option
price of an Incentive Stock Option granted under the Plan or increase the
maximum number of shares as to which Options may be granted, except as provided
in Paragraph 11 hereof. In addition, the provisions of Paragraph 8 that
determine (i) which directors shall be granted Options; (ii) the number of
Shares subject to Options; (iii) the option price of Shares subject to Options;
and (iv) the timing of grants of Options shall not be amended more than once
every six months, other than to comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended, if applicable. No
outstanding Option shall be affected by any such amendment without the written
consent of the Optionee or other person then entitled to exercise such Option.

               15. Securities Law

                    (a) In General. The Committee shall have the power to make
each grant under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the 1933 Act or the
1934 Act, including Rule 16b-3 (or any similar rule) of the Securities and
Exchange Commission.

                    (b) Acknowledgment of Securities Law Restrictions on
Exercise. To the extent required by the Committee, unless the Shares subject to
the Option are covered by a then current registration statement or a
Notification under Regulation A under the 1933 Act, each notice of exercise of
an Option shall contain the Optionee's acknowledgment in form and substance
satisfactory to the Committee that:

                         (i) the Shares subject to the Option are being
     purchased for investment and not for distribution or resale (other than a
     distribution or resale which, in the opinion of counsel satisfactory to the
     Sponsor, may be made without violating the registration provisions of the
     Act);


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<PAGE>



                         (ii) the Optionee has been advised and understands that
     (A) the Shares subject to the Option have not been registered under the
     1933 Act and are "restricted securities" within the meaning of Rule 144
     under the 1933 Act and are subject to restrictions on transfer and (B) the
     Sponsor is under no obligation to register the Shares subject to the Option
     under the 1933 Act or to take any action which would make available to the
     Optionee any exemption from such registration;

                         (iii) the certificate evidencing the Shares may bear a
     restrictive legend; and

                         (iv) the Shares subject to the Option may not be
     transferred without compliance with all applicable federal and state
     securities laws.

                    (c) Delay of Exercise Pending Registration of Securities.
Notwithstanding any provision in the Plan or an option document to the contrary,
if the Committee determines, in its sole discretion, that issuance of Shares
pursuant to the exercise of an Option should be delayed pending registration or
qualification under federal or state securities laws or the receipt of a legal
opinion that an appropriate exemption from the application of federal or state
securities laws is available, the Committee may defer exercise of any Option
until such Shares are appropriately registered or qualified or an appropriate
legal opinion has been received, as applicable.

               16. Withholding of Taxes on Exercise of Option

                    (a) Whenever the Company proposes or is required to deliver
or transfer Shares in connection with the exercise of an Option, the Company
shall have the right to (i) require the recipient to remit to the Sponsor an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery or transfer of any certificate or
certificates for such Shares or (ii) take any action whatever that it deems
necessary to protect its interests with respect to tax liabilities. The
Sponsor's obligation to make any delivery or transfer of Shares on the exercise
of an Option shall be conditioned on the recipient's compliance, to the
Sponsor's satisfaction, with any withholding requirement. In addition, if the
Committee grants Options or amends option documents to permit Options to be
transferred during the life of the Optionee, the Committee may include in such
option documents such provisions as it determines are necessary or appropriate
to permit the Company to deduct compensation expenses recognized upon exercise
of such Options for federal or state income tax purposes.

                    (b) Except as otherwise provided in this Paragraph 16(b),
any tax liabilities incurred in connection with the exercise of an Option under
the Plan other than an Incentive Stock Option shall be satisfied by the
Sponsor's withholding a portion of the Shares underlying the Option exercised
having a Fair Market Value approximately equal to the minimum amount of taxes
required to be withheld by the Sponsor under applicable law, unless otherwise
determined by the Committee with respect to any Optionee. Notwithstanding the

                                      -16-




<PAGE>



foregoing, the Committee may permit an Optionee to elect one or both of the
following: (i) to have taxes withheld in excess of the minimum amount required
to be withheld by the Sponsor under applicable law; provided that the Optionee
certifies in writing to the Sponsor that the Optionee owns a number of Other
Available Shares that is at least equal to that number of Option Shares to be
withheld by the Company for the then-current exercise on account of withheld
taxes in excess of such minimum amount, and (ii) to pay to the Sponsor in cash
all or a portion of the taxes to be withheld upon the exercise of an Option. In
all cases, the Shares so withheld by the Company shall have a Fair Market Value
that does not exceed the amount of taxes to be withheld minus the cash payment,
if any, made by the Optionee. Any election pursuant to this Paragraph 16(b) must
be in writing made prior to the date specified by the Committee, and in any
event prior to the date the amount of tax to be withheld or paid is determined.
In addition, with respect to persons subject to reporting requirements under
section 16(a) of the 1934 Act, such election must be made at least six months
prior to the date the amount of tax to be withheld or paid is determined (which
election will remain in effect with regard to the exercise of an Option and all
future exercises of Options unless revoked upon six months prior notice). An
election pursuant to this Paragraph 16(b) may be made only by an Optionee or, in
the event of the Optionee's death, by the Optionee's legal representative. No
Shares withheld pursuant to this Paragraph 16(b) shall be available for
subsequent grants under the Plan. The Committee may add such other requirements
and limitations regarding elections pursuant to this Paragraph 16(b) as it deems
appropriate.

               17. Effective Date and Term of Plan

               The effective date of this amendment and restatement of the Plan
is December 10, 1996, the date on which it was adopted by the Committee. The
Plan shall expire no later than the tenth anniversary of the date the Plan was
initially adopted by the Board, unless sooner terminated by the Board. Any
Option granted before the approval of the Plan by the Sponsor's shareholders
shall be expressly conditioned upon, and shall not be exercisable until, such
approval. If such shareholder approval is not received within 12 months before
or after the date of the initial adoption of the Plan by the Board, all Options
granted under the Plan shall expire.

               18. General

               Each Option shall be evidenced by a written instrument containing
such terms and conditions not inconsistent with the Plan as the Committee may
determine. The issuance of Shares on the exercise of an Option shall be subject
to all of the applicable requirements of the corporation law of the Sponsor's
state of incorporation and other applicable laws, including federal or state
securities laws, and all Shares issued under the Plan shall be subject to the
terms and restrictions contained in the Articles of Incorporation and By-Laws of
the Sponsor, as amended from time to time.


                                      -17-

<PAGE>


                                 Executed this 10th day of December, 1996.



[CORPORATE SEAL]                                     COMCAST CORPORATION



Attest:  /s/ Arthur R. Block     By: /s/ Stanley Wang




                                      -18-