COMCAST CORPORATION

                             1996 STOCK OPTION PLAN

             (As Amended and Restated, Effective December 15, 1998)


     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) "Cash  Right"  means any right to  receive  cash in lieu of Shares
granted under the Plan and described in Paragraph 3(a)(iii).

          (d) "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 


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          limitation,  fraud,  embezzlement,  theft,  commission  of a felony or
          proven  dishonesty  in the  course of his  service  as a  Non-Employee
          Director.

          (e)  "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.

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

          (g) "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  1997  Deferred  Stock Option Plan,  the Comcast
Corporation  1990 Restricted  Stock Plan and the Comcast  Corporation 1987 Stock
Option Plan.

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

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

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

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

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

          (m)  "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.

          (n) "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.

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

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          (p)  "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.

          (q)  "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.

          (r) "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.

          (s) "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.

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

          (u) "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.

          (v) "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


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                         (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  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 this  Paragraph  2(v),  a Share  that is subject to a deferral
election  pursuant to another  Comcast  Plan shall not be treated as owned by an
Optionee  until all  conditions  to the delivery of such Share have lapsed.  For
purposes  of  Paragraphs  7(d),  8(d) and 16(b),  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.

          (w) "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.

          (x)  "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.

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

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

          (aa)  "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.

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          (bb) "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.

                    (ii) solely for purposes of  Paragraphs  2(n),  2(v),  7(d),
          8(d) and 16(b),  the term  "Share" or  "Shares"  also means a share or
          shares of the Sponsor's Class A Common Stock, par value, $1.00.

          (cc) "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.

          (dd) "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.

          (ee) "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.

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

                    (i) the liquidation of the Sponsor; or

                    (ii) a Change of Control.

          (gg) "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.

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

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


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     3.   Rights To Be Granted

          (a) Types of Options and Other Rights 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;

                    (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 determined by the Committee; and

                    (iii) Cash  Rights,  which give an Optionee  the right for a
          specified  time  period,  and subject to such  conditions,  if any, as
          shall  be  determined  by the  Committee  and  stated  in  the  option
          document,  to receive a cash payment of such amount per Share as shall
          be determined by the Committee and stated in the option  document,  in
          lieu of exercising a Non-Qualified Option.

          (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.


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     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  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.  Eligible  individuals  to whom Cash  Rights  may be
granted  shall be  individuals  who are  employees  of a Company  on the Date of
Grant.  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 Cash Rights shall be determined by the
Committee,

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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,  provided,  however,  that with
respect to any Incentive Stock Options,  the option price per share shall not be
less than 100% of the Fair Market Value of such Share on the Date of Grant,  and
provided  further 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

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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
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

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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.

                    (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

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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.

          (i) Cash Rights. The Committee may, in its sole discretion, provide in
an option  document for an eligible  Optionee that Cash Rights shall be attached
to  Non-Qualified  Options  granted  under the Plan.  All Cash  Rights  that are
attached to Non-Qualified Options shall be subject to the following terms:

                    (i) Such Cash  Right  shall  expire  no later  than the Non-
          Qualified Option to which it is attached.

                    (ii) Such Cash Right shall  provide for the cash  payment of
          such  amount per Share as shall be  determined  by the  Committee  and
          stated in the option document.

                    (iii)  Such  Cash  Right   shall  be  subject  to  the  same
          restrictions on transferability  as the Non-Qualified  Option to which
          it is attached.

                    (iv) Such Cash  Right  shall be  exercisable  only when such
          conditions  to exercise as shall be  determined  by the  Committee and
          stated in the option document, if any, have been satisfied.

                    (v) Such Cash Right shall  expire  upon the  exercise of the
          Non- Qualified Option to which it is attached.

                    (vi) Upon  exercise  of a Cash Right that is  attached  to a
          Non- Qualified Option,  the Option to which the Cash Right is attached
          shall expire.

     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:


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<PAGE>

          (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 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

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PHLEGAL: #54302 v10 (15W#10!.WPD)

<PAGE>

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
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

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PHLEGAL: #54302 v10 (15W#10!.WPD)

<PAGE>



          terminate and cease to be exercisable;  provided further, that in such
          event,  in  addition  to  immediate  termination  of the  Option,  the
          Optionee 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.

          (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.


                                      -14-


PHLEGAL: #54302 v10 (15W#10!.WPD)

<PAGE>

     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 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 and the amounts  payable  pursuant to any Cash Rights.  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.


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PHLEGAL: #54302 v10 (15W#10!.WPD)

<PAGE>

     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 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:


                                      -16-


PHLEGAL: #54302 v10 (15W#10!.WPD)

<PAGE>



                    (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);

                    (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.


                                      -17-


PHLEGAL: #54302 v10 (15W#10!.WPD)

<PAGE>

          (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 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
having a Fair Market  Value that is at least  equal to the Fair Market  Value 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.  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

          This amendment and restatement of the Plan is effective as of December
15, 1998. 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

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PHLEGAL: #54302 v10 (15W#10!.WPD)

<PAGE>

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.


                                  Executed as of the 15th day of December, 1998.


                                               COMCAST CORPORATION


                                               By: /s/ Stanley Wang



                                               Attest: /s/ Arthur R. Block

                                      -19-