COMCAST CORPORATION
                           1990 RESTRICTED STOCK PLAN

             (As Amended and Restated, Effective December 18, 1996)


1.       PURPOSE

         The purpose of the Plan is to promote the ability of Comcast
Corporation (the "Company") to retain certain key employees and enhance the
growth and profitability of the Company by providing the incentive of long-term
awards for continued employment and the attainment of performance objectives.

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) "Award" means an award of Restricted Stock granted under the Plan.

         (c) "Board" means the Board of Directors of the Company.

         (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 directly or indirectly owns
then-outstanding securities of the Company having more than 50 percent of the
voting power for the election of directors of the Company.

         (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 the
Comcast Corporation 1996 Stock Option Plan and the Comcast Corporation 1987
Stock Option Plan.

         (g) "Committee" means the Subcommittee on Performance Based
Compensation of the Compensation Committee of the Board.

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

         (i) "Date of Grant" means the date on which an Award is granted.

         (j) "Eligible Employee" means a management employee of the Company or a
Subsidiary, as determined by the Committee.

         (k) "Grantee" means an Eligible Employee who is granted an Award.

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

               (i) the total number of Shares owned by a Grantee; over

               (ii) the sum of:

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

                    (y)       the number of Shares owned by such Grantee that
                              has, within the preceding six months, been the
                              subject of a withholding certification pursuant to
                              Paragraph 9(c)(ii) or any similar withholding
                              certification under any other Comcast Plan; plus

                    (z)       the number of Shares owned by such Grantee 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
                              Company or an Affiliate under any Comcast Plan,
                              but only to the extent of the number of Shares
                              surrendered.

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

         (n) "Plan" means the Comcast Corporation 1990 Restricted Stock Plan, as
set forth herein, and as amended from time to time.

         (o) "Plan Year" means the 12-consecutive-month period extending from
January 3 to January 2.

         (p) "Restricted Stock" means Shares subject to restrictions as set
forth in an Award.


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         (q) "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.

         (r) "Rule 16b-3" means Rule 16b-3 promulgated under the 1935 Act, as in
effect from time to time.

         (s) "Share" or "Shares" means a share or shares of Class A Special
Common Stock, $1.00 par value, of the Company.

         (t) "Subsidiary" means a corporation that, at the time in question, is
a subsidiary corporation of the Company within the meaning of section 424(f) of
the Code.

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

               (i) the liquidation of the Sponsor; or

               (ii) a Change of Control.

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

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

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

3.       RIGHTS TO BE GRANTED

         Rights that may be granted under the Plan are rights to Restricted
Stock, which gives the Grantee ownership rights in the Shares subject to the
Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7,
and to deferred payment, as set forth in Paragraph 8.

4.       SHARES SUBJECT TO THE PLAN

         (a) Not more than 4,875,000 Shares in the aggregate may be issued under
the Plan pursuant to the grant of Awards, subject to adjustment in accordance
with Paragraph 10. The Shares issued under the Plan may, at the Company's
option, be either Shares held in treasury or Shares originally issued for such
purpose.

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         (b) If Restricted Stock is forfeited pursuant to the times of an Award,
other Awards with respect to such Shares may be granted.

5.       ADMINISTRATION OF THE PLAN

         (a) Administration. The Plan shall be administered by the Committee.

         (b) Grants. Subject to the express terms and conditions set forth in
the Plan, the Committee shall have the power, from time to time, to:

                    (i)       select those Employees to whom Awards shall be
                              granted under the Plan, to determine the number of
                              Shares to be granted pursuant to each Award, and,
                              pursuant to the provisions of the Plan, to
                              determine the terms and conditions of each Award,
                              including the restrictions applicable to such
                              Shares; and

                    (ii)      interpret the Plan's provisions, prescribe, amend
                              and rescind rules and regulations for the Plan,
                              and make all other determinations necessary or
                              advisable for the administration of the Plan.

The determination of the Committee in all matters as stated above shall be
conclusive.

         (c) 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.

         (d) 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 Awards
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(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.

         (e) 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 Company to the fullest extent
provided by applicable law and the Company' s Articles of Incorporation and
By-laws in connection with or arising out of any action, suit or proceeding with
respect to the administration of the Plan or the granting of Awards thereunder
in which he may be involved by reason 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.

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6.       ELIGIBILITY

         Awards may be granted only to Eligible Employees of the Company and its
Subsidiaries, as determined by the Committee. No Awards shall be granted to an
individual who is not an Eligible Employee of the Company or a Subsidiary of the
Company.

7.       RESTRICTED STOCK AWARDS

         The Committee may grant Awards in accordance with the Plan. The terms
and conditions of Awards shall be set forth in writing as determined from time
to time by the Committee, consistent, however, with the following:

         (a) Time of Grant. All Awards shall be granted within ten (10) years
from the date of adoption of the Plan by the Board.

         (b) Shares Awarded. The provisions of Awards need not be the same with
respect to each Grantee. No cash or other consideration shall be required to be
paid by the Grantee in exchange for an Award.

         (c) Awards and Agreements. A certificate shall be issued to each
Grantee in respect of Shares subject to an Award. Such certificate shall be
registered in the name of the Grantee and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such Award.
The Company may require that the certificate evidencing such Restricted Stock be
held by the Company until all restrictions on such Restricted Stock have lapsed.

         (d) Restrictions. Subject to the provisions of the Plan and the Award,
during a period set by the Committee commencing with the Date of Grant, which,
for Grantees who are subject to the short-swing profit recapture rules of
section 16(b) of the 1934 Act by virtue of their position as either a director,
officer or holder of more than 10 percent of any class of equity securities of
the Company, shall extend for at least six (6) months from the Date of Grant,
the Grantee shall not be permitted to sell, transfer, pledge or assign
Restricted Stock awarded under the Plan.

         (e) Lapse of Restrictions. Subject to the provisions of the Plan and
the Award, restrictions upon Shares subject to an Award shall lapse at such time
or times and on such terms and conditions as the Committee may determine and as
are set forth in the Award; provided, however, that the restrictions upon such
Shares shall lapse only if the Grantee on the date of such lapse is, and has
been an employee of the Company or of a subsidiary or affiliate of the Company
continuously from the Date of Grant. The Award may provide for the lapse of
restrictions in installments, as determined by the Committee. The Committee may,
in its sole discretion, waive, in whole or in part, any remaining restrictions
with respect to such Grantee's Restricted Stock.

         (f) Rights of the Grantee. Grantees may have such rights with respect
to Shares subject to an Award as may be determined by the Committee and set
forth in the Award,

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including the right to vote such Shares, and the right to receive dividends paid
with respect to such Shares.

         (g) Termination of Grantee's Employment. A transfer of an Eligible
Employee between two employers, each of which is the Company or a Subsidiary,
shall not be deemed a termination of employment. In the event that a Grantee
terminates employment with the Company and its Subsidiaries, all Shares
remaining subject to restrictions shall be forfeited by the Grantee and deemed
canceled by the Company.

         (h) Delivery of Shares. Except as otherwise provided by Paragraph 8,
when the restrictions imposed on Restricted Stock lapse with respect to one or
more Shares, the Company shall notify the Grantee that such restrictions no
longer apply, and shall deliver to the Grantee (or the person to whom ownership
rights may have passed by will or the laws of descent and distribution) a
certificate for the number of Shares for which restrictions have lapsed without
any legend or restrictions (except those that may be imposed by the Committee,
in its sole judgment, under Paragraph 9(a)). The right to payment of any
fractional Shares that may have accrued shall be satisfied in cash, measured by
the product of the fractional amount times the fair market value of a Share at
the time the applicable restrictions lapse, as determined by the Committee.

8.       DEFERRAL ELECTIONS

         A Grantee may elect to defer the receipt of Restricted Stock as to
which restrictions have lapsed as provided by the Committee in the Award,
consistent, however, with the following:

         (a) Deferral Election.

                    (i)       Election. Each Grantee shall have the right to
                              defer the receipt of all or any portion of the
                              Restricted Stock as to which the Award provides
                              for the potential lapse of applicable restrictions
                              by filing an election to defer the receipt of such
                              Restricted Stock on a form provided by the
                              Committee for this purpose.

                    (ii)      Deadline for Deferral Election. No election to
                              defer the receipt of Restricted Stock as to which
                              the Award provides for the potential lapse of
                              applicable restrictions shall be effective unless
                              it is filed with the Committee on or before the
                              last day of the calendar year ending before the
                              first day of the Plan Year in which the applicable
                              restrictions may lapse; provided that an election
                              to defer the receipt of Restricted Stock as to
                              which the Award provides for the potential lapse
                              of applicable restrictions within the same Plan
                              Year as the Plan Year in which the Award is
                              granted shall be effective if it is filed with the
                              Committee on or before the earlier of (A) the 30th
                              day following the Date of Grant or (B) the last
                              day of the month that precedes the month in which
                              the applicable restrictions may lapse.


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                    (iii)     Deferral Period. Subject to Paragraph 8(b), all
                              Restricted Stock that is subject to a deferral
                              election under this Paragraph 8(a) shall be
                              delivered to the Grantee (or the person to whom
                              ownership rights may have passed by will or the
                              laws of descent and distribution) without any
                              legend or restrictions (except those that may be
                              imposed by the Committee, in its sole judgment,
                              under Paragraph 9(a)), on the earlier of (A) the
                              last day of the fifth Plan Year beginning after
                              the date as of which the applicable restrictions
                              lapse or (B) within sixty (60) days following the
                              Grantee's termination of employment for any
                              reason.

                    (iv)      Effect of Failure of Restrictions on Shares to
                              Lapse. A deferral election under this Paragraph
                              8(a) shall be null and void in the event that the
                              restrictions on Restricted Stock identified in a
                              deferral election do not lapse as of the end of
                              the Plan Year following the Plan Year in which the
                              deferral election is filed with the Committee by
                              reason of the failure to satisfy any condition
                              precedent to the lapse of the restrictions in such
                              Plan Year.

         (b) Additional Deferral Election. On or before the last day of the
calendar year ending before the first day of the Plan Year in which Restricted
Stock subject to a deferral election under Paragraph 8(a) is to be delivered to
a Grantee, the Grantee may elect to re-defer the receipt of all or any portion
of such Restricted Stock until the earlier of (i) the last day of the fifth Plan
Year beginning after the date on which the Restricted Stock would have been
delivered but for the Grantee's election pursuant to this Paragraph 8(b) or (ii)
within sixty (60) days following the Grantee's termination of employment for any
reason.

         (c) Status of Deferred Shares. A Grantee's right to delivery of Shares
subject to a deferral election under Paragraph 8(a) or 8(b) shall at all times
represent the general obligation of the Company. The Grantee shall be a general
creditor of the Company with respect to this obligation, and shall not have a
secured or preferred position with respect to such obligation. Nothing contained
in the Plan or an Award shall be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind. Nothing contained in the Plan or
an Award shall be construed to eliminate any priority or preferred position of a
Grantee in a bankruptcy matter with respect to claims for wages.

         (d) Non-Assignability, Etc. The right of a Grantee to receive Shares
subject to a deferral election under this Paragraph 8 shall not be subject in
any manner to attachment or other legal process for the debts of such Grantee;
and no right to receive Shares hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment or encumbrance.

9.       SECURITIES LAWS; TAXES

         (a) Securities Laws. The Committee shall have the power to make each
grant of Awards under the Plan subject to such conditions as it deems necessary
or appropriate to comply


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with the then-existing requirements of the 1933 Act and the 1934 Act, including
Rule 16b-3. Such conditions may include the delivery by the Grantee of an
investment representation to the Company in connection with the lapse of
restrictions on Shares subject to an Award, or the execution of an agreement by
the Grantee to refrain from selling or otherwise disposing of the Shares
acquired for a specified period of time or on specified terms.

         (b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall be
entitled, if necessary or desirable, to withhold the amount of any tax, charge
or assessment attributable to the grant of any Award or lapse of restrictions
under any Award. The Company shall not be required to deliver Shares pursuant to
any Award until it has been indemnified to its satisfaction for any such tax,
charge or assessment.

         (c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash
to Satisfy Tax Liability.

                    (i)       In connection with the grant of any Award or the
                              lapse of restrictions under any Award, the Company
                              shall have the right to (A) require the Grantee to
                              remit to the Company an amount sufficient to
                              satisfy any federal, state and/or local
                              withholding tax requirements prior to the delivery
                              or transfer of any certificate or certificates for
                              Shares subject to such Award, or (B) take any
                              action whatever that it deems necessary to protect
                              its interests with respect to tax liabilities. The
                              Company's obligation to make any delivery or
                              transfer of Shares shall be conditioned on the
                              Grantee's compliance, to the Company's
                              satisfaction, with any withholding requirement.

                    (ii)      Except as otherwise provided in this Paragraph
                              9(c)(ii), any tax liabilities incurred in
                              connection with grant of any Award or the lapse of
                              restrictions under any Award under the Plan shall
                              be satisfied by the Company's withholding a
                              portion of the Shares subject to such Award having
                              a fair market value approximately equal to the
                              minimum amount of taxes required to be withheld by
                              the Company under applicable law, unless otherwise
                              determined by the Committee with respect to any
                              Grantee. Notwithstanding the foregoing, the
                              Committee may permit a Grantee to elect one or
                              both of the following: (A) to have taxes withheld
                              in excess of the minimum amount required to be
                              withheld by the Company under applicable law;
                              provided that the Grantee certifies in writing to
                              the Company at the time of such election that the
                              Grantee owns a number of Other Available Shares
                              that is at least equal to the number to be
                              withheld by the Company in payment of withholding
                              taxes in excess of such minimum amount; and (B) to
                              pay to the Company in cash all or a portion of the
                              taxes to be withheld in connection with such grant
                              or lapse of restrictions. 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


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<PAGE>



                           withheld minus the cash payment, if any, made by the
                           Grantee. The fair market value of such Shares shall
                           be determined based on the last reported sale price
                           of a Share on the principal exchange on which Shares
                           are listed or, if not so listed, on the NASDAQ Stock
                           Market on the last trading day prior to the date of
                           such grant or lapse of restriction. Any election
                           pursuant to this Paragraph 9(c)(ii) 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 all future grants of
                           Awards or lapses of restrictions, as applicable,
                           unless revoked upon six months prior notice). An
                           election pursuant to this Paragraph 9(c)(ii) may be
                           made only by a Grantee or, in the event of the
                           Grantee's death, by the Grantee's legal
                           representative. No Shares withheld pursuant to this
                           Paragraph 9(c)(ii) shall be available for subsequent
                           grants under the Plan. The Committee may add such
                           other requirements and limitations regarding
                           elections pursuant to this Paragraph 9(c)(ii) as it
                           deems appropriate.

10.      CHANGES IN CAPITALIZATION

         The aggregate number of Shares and class of Shares as to which Awards
may be granted and the number of Shares covered by each outstanding Award shall
be appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Shares and/or other outstanding equity security or a
recapitalization or other capital adjustment (not including the issuance of
Shares and/or other outstanding equity securities on the conversion of other
securities of the Company which are convertible into Shares and/or other
outstanding equity securities) affecting the Shares which is effected without
receipt of consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Paragraph 10 and any such
determination by the Committee shall be final, binding and conclusive.

11.      TERMINATING EVENTS

         The Committee shall give Participants at least thirty (30) days' notice
(or, if not practicable, such shorter notice as may be reasonably practicable)
prior to the anticipated date of the consummation of a Terminating Event. The
Committee may, in its discretion, provide in such notice that upon the
consummation of such Terminating Event, any restrictions on Restricted Stock
(other than Restricted Stock that has previously been forfeited) shall be
eliminated, in full or in part. Further, the Committee may, in its discretion,
provide in such notice that notwithstanding any other provision of the Plan or
the terms of any election made


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pursuant to Paragraph 8, upon the consummation of a Terminating Event, all
Restricted Stock subject to an election made pursuant to Paragraph 8 shall be
transferred to the Grantee.

12.      AMENDMENT AND TERMINATION

         The Plan may be terminated by the Board at any time. The Plan may be
amended by the Board or the Committee at any time. No Award shall be affected by
any such termination or amendment without the written consent of the Grantee.

13.      EFFECTIVE DATE

         The effective date of this amendment and restatement of the Plan is the
date on which it is adopted by the Board. The adoption of this amendment and
restatement of the Plan and the grant of Awards pursuant to this amendment and
restatement of the Plan is subject to the approval of the shareholders of the
Company to the extent that the Committee determines that such approval (a) is
required pursuant to the By-laws of the National Association of Securities
Dealers, Inc., and the schedules thereto, in connection with issuers whose
securities are included in the NASDAQ National Market System, or (b) is required
to satisfy the conditions on Rule 16b-3. If the Committee determines that
shareholder approval is required to satisfy the foregoing conditions, the Board
shall submit the Plan to the shareholders the Company for their approval at the
first annual meeting of shareholders held after the adoption of the Plan by the
Board.

14.      GOVERNING LAW

         The Plan and all determinations made and actions taken pursuant to the
Plan shall be governed in accordance with Pennsylvania Law.

         Executed this 18th day of December, 1996


                                COMCAST CORPORATION

                                BY: /s/ Stanley Wang


                                ATTEST: /s/ Arthur R. Block


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