COMCAST CORPORATION
                         1996 DEFERRED COMPENSATION PLAN

                                December 19, 2000

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                                TABLE OF CONTENTS
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                                                                            Page
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ARTICLE 1 - CONTINUATION AND COVERAGE OF PLAN..................................1


ARTICLE 2 - DEFINITIONS........................................................1


ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS...................................8


ARTICLE 4 - MANNER OF DISTRIBUTION............................................13


ARTICLE 5 - BOOK ACCOUNTS.....................................................14


ARTICLE 6 - NONALIENATION OF BENEFITS.........................................15


ARTICLE 7 - DEATH OF PARTICIPANT..............................................15


ARTICLE 8 - HARDSHIP DISTRIBUTIONS............................................16


ARTICLE 9 - INTERPRETATION....................................................16


ARTICLE 10 - AMENDMENT OR TERMINATION.........................................17


ARTICLE 11 - WITHHOLDING OF TAXES.............................................17


ARTICLE 12 - MISCELLANEOUS PROVISIONS.........................................18


ARTICLE 13 - EFFECTIVE DATE...................................................18



                                      -i-

<PAGE>
                               COMCAST CORPORATION
                         1996 DEFERRED COMPENSATION PLAN

             (As Amended and Restated, Effective December 19, 2000)

                 ARTICLE 1 - CONTINUATION AND COVERAGE OF PLAN

     1.1. Continuation of Plan. COMCAST CORPORATION, a Pennsylvania corporation,
hereby amends and restates the Comcast  Corporation  1996 Deferred  Compensation
Plan (the "Plan"),  effective  December 19, 2000. The Plan was initially adopted
effective  February 12, 1974 and was amended and restated  effective  August 15,
1996, and was further amended and restated effective June 21, 1999.

     1.2.  Plan  Unfunded and Limited to Outside  Directors  and Select Group of
Management  or  Highly  Compensated  Employees.  The  Plan  is  unfunded  and is
maintained primarily for the purpose of providing outside directors and a select
group of management or highly compensated employees the opportunity to defer the
receipt of compensation otherwise payable to such outside directors and eligible
employees in accordance with the terms of the Plan.

                            ARTICLE 2 - DEFINITIONS

     2.1.  "Account"  means the  bookkeeping  accounts  established  pursuant to
Section 5.1 and maintained by the  Administrator  in the names of the respective
Participants,  to which all amounts  deferred and earnings  allocated  under the
Plan shall be credited,  and from which all amounts distributed  pursuant to the
Plan shall be debited.

     2.2. "Active Participant" means:

          (a) Each Participant who is in active service as an Outside  Director;
and

          (b) Each  Participant  who is  actively  employed  by a  Participating
Company as an Eligible Employee.

     2.3. "Administrator" means the Committee.

     2.4.  "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.

     2.5.  "Annual Rate of Pay" means, as of any date, an employee's  annualized
base pay  rate.  An  employee's  Annual  Rate of Pay  shall  not  include  sales
commissions or other similar payments or awards.
<PAGE>


     2.6. "Applicable Interest Rate" means:

          (a) Except as otherwise  provided in Section  2.6(b),  the  Applicable
Interest Rate means 12% per annum, compounded annually as of the last day of the
calendar year.

          (b) Except to the extent otherwise required by Section 10.2, effective
for the period extending from a Participant's employment termination date to the
date the Participant's Account is distributed in full, the Administrator, in its
sole  discretion,  may designate the term  "Applicable  Interest  Rate" for such
Participant's Account to mean the lesser of (i) the rate in effect under Section
2.6(a) or (ii) the Prime Rate plus one  percent,  compounded  annually as of the
last day of the calendar year.  Notwithstanding the foregoing, the Administrator
may delegate its authority to determine the Applicable  Interest Rate under this
Section 2.6(b) to an officer of the Company or committee of two or more officers
of the Company.

     2.7.  "Beneficiary"  means  such  person  or  persons  or legal  entity  or
entities,  including,  but not limited to, an  organization  exempt from federal
income tax under section  501(c)(3) of the Code,  designated by a Participant or
Beneficiary  to receive  benefits  pursuant  to the terms of the Plan after such
Participant's  or  Beneficiary's  death.  If no Beneficiary is designated by the
Participant or  Beneficiary,  or if no Beneficiary  survives the  Participant or
Beneficiary  (as the case may be), the  Participant's  Beneficiary  shall be the
Participant's  Surviving  Spouse if the Participant  has a Surviving  Spouse and
otherwise the Participant's  estate,  and the Beneficiary of a Beneficiary shall
be the Beneficiary's  Surviving Spouse if the Beneficiary has a Surviving Spouse
and otherwise the Beneficiary's estate.

     2.8. "Board" means the Board of Directors of the Company,  or the Executive
Committee of the Board of Directors of the Company.

     2.9. "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.

     2.10. "Code" means the Internal Revenue Code of 1986, as amended.

     2.11.  "Committee" means the Subcommittee on Performance Based Compensation
of the Compensation Committee of the Board of Directors of the Company.

     2.12.  "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.

     2.13.  "Company  Stock" means Comcast  Corporation  Class A Special  Common
Stock, par value, $1.00,  including a fractional share, or such other securities
issued by Comcast  Corporation as may be subject to adjustment in the event that
shares of Company Stock are changed into, or exchanged  for, a different  number
or kind of shares of stock or other  securities of the Company,  whether through
merger, consolidation,  reorganization,  recapitalization, stock dividend, stock
split-up or other substitution of securities of the Company.  In such event, the
Committee  shall make  appropriate  equitable  anti-dilution  adjustments to the
number  and  class  of

                                      -2-

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hypothetical  shares of Company Stock credited to  Participants'  Accounts under
the Company Stock Fund.  Any  reference to the term "Company  Stock" in the Plan
shall be a reference to the  appropriate  number and class of shares of stock as
adjusted  pursuant to this Section 2.13.  The  Committee's  adjustment  shall be
effective and binding for all purposes of the Plan.

     2.14. "Company Stock Fund" means a hypothetical investment fund pursuant to
which income, gains and losses are credited to a Participant's Account as if the
Account,  to the extent deemed invested in the Company Stock Fund, were invested
in  hypothetical   shares  of  Company  Stock,   and  all  dividends  and  other
distributions  paid with respect to Company Stock were held  uninvested in cash,
and reinvested in additional hypothetical shares of Company Stock as of the next
succeeding  December  31 (to the  extent  the  Account  continues  to be  deemed
invested in the Company Stock Fund through such December 31),  based on the Fair
Market Value of the Company Stock for such December 31.

     2.15. "Compensation" means:

          (a) In the case of an Outside  Director,  the total cash  remuneration
for  services as a member of the Board and as a member of any  Committee  of the
Board; and

          (b) In the case of an Eligible  Employee,  the total cash remuneration
for services payable by a Participating Company,  excluding sales commissions or
other similar payments or awards.

     2.16.  "Death  Tax  Clearance  Date"  means the date upon  which a Deceased
Participant's or a deceased Beneficiary's Personal  Representative  certifies to
the Administrator that (i) such Deceased Participant's or deceased Beneficiary's
Death  Taxes  have  been  finally   determined,   (ii)  all  of  such   Deceased
Participant's  or deceased  Beneficiary's  Death Taxes  apportioned  against the
Deceased  Participant's or deceased Beneficiary's Account have been paid in full
and (iii) all  potential  liability for Death Taxes with respect to the Deceased
Participant's or deceased Beneficiary's Account has been satisfied.

     2.17.   "Death   Taxes"   means   any   and   all   estate,    inheritance,
generation-skipping  transfer, and other death taxes as well as any interest and
penalties thereon imposed by any governmental entity (a "taxing authority") as a
result of the death of the Participant or the Participant's Beneficiary.

     2.18. "Deceased  Participant" means a Participant whose employment,  or, in
the case of a  Participant  who was an Outside  Director,  a  Participant  whose
service as an Outside Director, is terminated by death.

     2.19. "Disabled Participant" means:

          (a) A Participant  whose  employment  or, in the case of a Participant
who is an Outside Director,  a Participant whose service as an Outside Director,
is terminated by reason of disability;

          (b) The  duly-appointed  legal guardian of an individual  described in
Section 2.19(a) acting on behalf of such individual.

                                      -3-
<PAGE>

     2.20. "Eligible Employee" means:

          (a) Each employee of a  Participating  Company who, as of December 31,
1989, was eligible to participate in the Prior Plan;

          (b) Each  employee  of a  Participating  Company  who was, at any time
before  January 1, 1995,  eligible  to  participate  in the Prior Plan and whose
Annual  Rate of Pay is  $90,000  or more as of both  (i) the  date on  which  an
Initial  Election with respect to the deferral of Compensation is filed with the
Administrator  and (ii) the  first day of each  calendar  year  beginning  after
December 31, 1994.

          (c) Each employee of a Participating  Company whose Annual Rate of Pay
is  $125,000  or more as of both (i) the date on which an  Initial  Election  is
filed  with the  Administrator  and (ii) the first day of the  calendar  year in
which such Initial Election is filed.

          (d) Each  employee  of a  Participating  Company who has a title at or
above the level of vice  president  whose Annual Rate of Pay is $100,000 or more
as of both  (i) the  date on  which  an  Initial  Election  is  filed  with  the
Administrator  and (ii) the first day of the calendar year in which such Initial
Election is filed.

          (e) Each New Key Employee.

          (f) Each other employee of a  Participating  Company who is designated
by the Committee, in its discretion, as an Eligible Employee.

     2.21. "Fair Market Value"

          (a) If shares of Company  Stock 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

          (b) If shares of Company Stock 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.

          (c) If shares of Company  Stock are not so listed nor trades of Shares
so reported,  Fair Market  Value shall be  determined  by the  Committee in good
faith.

     2.22.  "Former  Eligible  Employee"  means an employee  of a  Participating
Company who, as of any relevant date,  does not satisfy the  requirements  of an
"Eligible  Employee" but who previously met such requirements  under the Plan or
the Prior Plan.

     2.23. "Grandfathered  Participant" means an Inactive Participant who, on or
before December 31, 1991,  entered into a written  agreement with the Company to
terminate  service  to the  Company  or gives  written  notice of  intention  to
terminate  service to the Company,  regardless of the actual date of termination
of service.

                                      -4-
<PAGE>

     2.24.  "Hardship" means a Participant's severe financial hardship due to an
unforeseeable  emergency  resulting  from a sudden  and  unexpected  illness  or
accident of the Participant,  or, a sudden and unexpected illness or accident of
a dependent (as defined by section  152(a) of the Code) of the  Participant,  or
loss of the  Participant's  property  due to  casualty,  or  other  similar  and
extraordinary  unforeseeable  circumstances arising as a result of events beyond
the  control  of the  Participant.  A need to send  the  Participant's  child to
college or a desire to  purchase a home is not an  unforeseeable  emergency.  No
Hardship  shall be deemed to exist to the extent that the financial  hardship is
or may be relieved (a) through  reimbursement  or  compensation  by insurance or
otherwise,  (b) by borrowing from  commercial  sources on reasonable  commercial
terms  to the  extent  that  this  borrowing  would  not  itself  cause a severe
financial  hardship,  (c) by cessation of  deferrals  under the Plan,  or (d) by
liquidation  of  the  Participant's   other  assets  (including  assets  of  the
Participant's  spouse and minor  children that are  reasonably  available to the
Participant) to the extent that this  liquidation  would not itself cause severe
financial   hardship.   For  the  purposes  of  the  preceding   sentence,   the
Participant's  resources  shall be deemed to include  those assets of his spouse
and minor children that are reasonably  available to the  Participant;  however,
property held for the Participant's  child under an irrevocable trust or under a
Uniform  Gifts to Minors Act  custodianship  or Uniform  Transfers to Minors Act
custodianship  shall not be treated as a resource of the Participant.  The Board
shall  determine  whether the  circumstances  of the  Participant  constitute an
unforeseeable  emergency and thus a Hardship within the meaning of this Section.
Following a uniform  procedure,  the Board's  determination  shall  consider any
facts  or  conditions  deemed  necessary  or  advisable  by the  Board,  and the
Participant  shall be  required  to submit  any  evidence  of the  Participant's
circumstances  that the Board  requires.  The  determination  as to whether  the
Participant's  circumstances  are a case of Hardship shall be based on the facts
of each case; provided however,  that all determinations as to Hardship shall be
uniformly and consistently  made according to the provisions of this Section for
all Participants in similar circumstances.

     2.25.  "Inactive  Participant" means each Participant (other than a Retired
Participant,  Deceased Participant or Disabled Participant) who is not in active
service as an Outside  Director and is not actively  employed by a Participating
Company.

     2.26. "Income Fund" means a hypothetical  investment fund pursuant to which
income,  gains and  losses are  credited  to a  Participant's  Account as if the
Account,  to the extent deemed  invested in the Income Fund,  were credited with
interest at the Applicable Interest Rate.

     2.27. "Initial Election" means a written election on a form provided by the
Administrator,  filed  with the  Administrator  in  accordance  with  Article 3,
pursuant to which an Outside Director or an Eligible Employee may:

          (a) Elect to defer all or any portion of the Compensation  payable for
the  performance of services as an Outside  Director or as an Eligible  Employee
following the time that such election is filed; and

          (b)   Designate  the  time  of  payment  of  the  amount  of  deferred
Compensation to which the Initial Election relates.

                                      -5-
<PAGE>

     2.28.  "Insider"  means an  Eligible  Employee or Outside  Director  who is
subject  to the  short-swing  profit  recapture  rules of  section  16(b) of the
Securities Exchange Act of 1934, as amended.

     2.29. "New Key Employee" means each employee of a Participating Company:

          (a) Hired on or after  August 15,  1996,  whose  Annual Rate of Pay on
such employee's date of hire is $125,000 or more;

          (b) Hired on or after June 21,  1999,  who has a title at or above the
level of vice president and whose Annual Rate of Pay on such  employee's date of
hire is $100,000 or more; and

          (c)  Who  first  becomes  an  Eligible  Employee  as a  result  of the
amendment of the Plan effective June 21, 1999.

     2.30. "Normal Retirement" means:

          (a) For a Participant  who is an employee of a  Participating  Company
immediately preceding his termination of employment, a termination of employment
that  is  treated  by  the  Participating  Company  as a  retirement  under  its
employment policies and practices as in effect from time to time; and

          (b) For a Participant who is an Outside Director immediately preceding
his termination of service, his normal retirement from the Board.

     2.31.  "Outside  Director"  means  a  member  of the  Board,  who is not an
employee of a Participating Company.

     2.32. "Participant" means each individual who has made an Initial Election,
and who has an  undistributed  amount  credited  to an  Account  under the Plan,
including  an  Active  Participant,  a  Deceased  Participant  and  an  Inactive
Participant.

     2.33. "Participating Company" means:

          (a) The Company;

          (b) Comcast Cable Communications, Inc. and its subsidiaries;

          (c) Comcast International Holdings, Inc.;

          (d) Comcast Online Communications, Inc.;

          (e) Comcast Business Communications, Inc.; and

          (f) Any other entities identified in the discretion of the Committee.

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

                                      -6-
<PAGE>
     2.35. "Plan" means the Comcast Corporation 1996 Deferred Compensation Plan,
as set forth herein, and as amended from time to time.

     2.36. "Prime Rate" means the annual rate of interest identified by PNC Bank
as its prime rate as of a Participant's  employment  termination  date and as of
the first day of each calendar year beginning thereafter.

     2.37.  "Prior  Plan" means the Comcast  Corporation  Deferred  Compensation
Plan.

     2.38. "Retired  Participant" means a Participant who has terminated service
pursuant to a Normal Retirement.

     2.39. "Roberts Family" means each of the following:

          (a) Brian L. Roberts;

          (b) A lineal descendant of Brian L. Roberts; or

          (c) A trust  established  for the  benefit of any of Brian L.  Roberts
and/or a lineal descendant or descendants of Brian L. Roberts.

     2.40.  "Severance  Pay"  means any  amount  identified  by a  Participating
Company as  severance-pay,  or any amount which is payable on account of periods
beginning  after the last date on which an  employee  (or  former  employee)  is
required to report for work for a Participating Company.

     2.41.  "Subsequent Election" means a written election on a form provided by
the  Administrator,  filed with the  Administrator in accordance with Article 3,
pursuant  to which a  Participant  or  Beneficiary  may elect to defer  (or,  in
limited  cases,  accelerate)  the time of  payment  or to change  the  manner of
payment  of  amounts  previously  deferred  in  accordance  with the  terms of a
previously made Initial Election or Subsequent Election.

     2.42. "Surviving Spouse" means the widow or widower, as the case may be, of
a Deceased Participant or a Deceased Beneficiary (as applicable).

     2.43. "Terminating Event" means either of the following events:

          (a) The liquidation of the Company; or

          (b) A Change of Control.

     2.44. "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.

                                      -7-
<PAGE>

                  ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS

     3.1. Elections.

          (a) Initial  Elections.  Each Outside  Director and Eligible  Employee
shall have the right to defer all or any portion of the Compensation  (including
bonuses,  if any) that he would  otherwise  be entitled to receive in a calendar
year by filing an Initial  Election at the time and in the manner  described  in
this Article 3; provided that Severance Pay shall be included as  "Compensation"
for  purposes  of  this  Section  3.1  only  to  the  extent  permitted  by  the
Administrator in its sole discretion.  The Compensation of such Outside Director
or Eligible  Employee for a calendar year shall be reduced in an amount equal to
the portion of the  Compensation  deferred by such Outside  Director or Eligible
Employee for such calendar year pursuant to such Outside  Director's or Eligible
Employee's  Initial  Election.  Such  reduction  shall be effected on a pro rata
basis from each  periodic  installment  payment of such  Outside  Director's  or
Eligible  Employee's  Compensation for the calendar year (in accordance with the
general  pay  practices  of  the  Participating  Company),  and  credited,  as a
bookkeeping entry, to such Outside Director's or Eligible  Employee's Account in
accordance with Section 5.1.

          (b) Subsequent  Elections.  Each Participant or Beneficiary shall have
the right to elect to defer  (or,  in  limited  cases,  accelerate)  the time of
payment or to change the manner of  payment of amounts  previously  deferred  in
accordance with the terms of a previously made Initial Election  pursuant to the
terms of the Plan by filing a  Subsequent  Election at the time,  to the extent,
and in the manner described in this Article 3.

     3.2. Filing of Initial Election: General. An Initial Election shall be made
on the form provided by the Administrator  for this purpose.  Except as provided
in Section 3.3, no such Initial  Election shall be effective  unless it is filed
with the  Administrator  on or before December 31 of the calendar year preceding
the calendar year to which the Initial Election applies.

     3.3.  Filing of  Initial  Election  by New Key  Employees.  Notwithstanding
Section 3.1 and Section  3.2, a New Key  Employee  may elect to defer all or any
portion of his  Compensation  to be earned in the calendar year in which the New
Key Employee was employed,  beginning with the payroll period next following the
filing of an Initial  Election  with the  Administrator  and before the close of
such  calendar  year  by  making  and  filing  the  Initial  Election  with  the
Administrator  within  30 days of such  New Key  Employee's  date of  hire.  Any
Initial Election by such New Key Employee for succeeding calendar years shall be
made in accordance with Section 3.1 and Section 3.2.

     3.4. Calendar Years to which Initial Election May Apply. A separate Initial
Election may be made for each calendar  year as to which an Outside  Director or
Eligible Employee desires to defer all or any portion of such Outside Director's
or  Eligible  Employee's  Compensation.  The  failure of an Outside  Director or
Eligible  Employee to make an Initial  Election for any calendar  year shall not
affect such Outside  Director's or Eligible  Employee's right to make an Initial
Election for any other calendar year.

     3.5.  Initial  Election of  Distribution  Date.  Each  Outside  Director or
Eligible Employee shall,  contemporaneously with an Initial Election, also elect
the time of  payment of

                                      -8-
<PAGE>

the amount of the deferred  Compensation to which such Initial Election relates;
provided,  however,  that, subject to acceleration pursuant to Section 3.6(d) or
(e),  Section 3.7,  Section 7.1, 7.2, or Article 8, no distribution may commence
earlier than January 2nd of the second  calendar year  beginning  after the date
the Initial Election is filed with the Administrator, nor later than January 2nd
of the eleventh  calendar year beginning after the date the Initial  Election is
filed  with the  Administrator.  Further,  each  Outside  Director  or  Eligible
Employee may select with each Initial  Election  the manner of  distribution  in
accordance with Article 4.

     3.6. Subsequent Elections.

          (a) Active  Participants.  Each  Active  Participant,  who has made an
Initial Election, or who has made a Subsequent Election, may elect to change the
manner of  distribution  or defer the time of payment of any part or all of such
Participant's Account for a minimum of two and a maximum of ten additional years
from the  previously-elected  payment date, by filing a Subsequent Election with
the  Administrator on or before the close of business on June 30 of the calendar
year preceding the calendar year in which the lump-sum  distribution  or initial
installment payment would otherwise be made. The number of Subsequent  Elections
under this Section 3.6(a) shall not be limited.

          (b) Inactive Participants. The Committee may, in its sole and absolute
discretion,  permit an Inactive  Participant  to make a  Subsequent  Election to
change the manner of  distribution,  or defer the time of payment of any part or
all of such  Inactive  Participant's  Account  for a minimum  of two years and a
maximum of ten  additional  years from the  previously-elected  payment date, by
filing a Subsequent  Election with the  Administrator  on or before the close of
business on June 30 of the calendar  year  preceding  the calendar year in which
the lump-sum  distribution  or initial  installment  payment would  otherwise be
made.  The number of  Subsequent  Elections  under this Section  3.6(b) shall be
determined by the Committee in its sole and absolute discretion.

          (c) Surviving Spouses.

              (i)  General   Rule.   A  Surviving   Spouse  who  is  a  Deceased
Participant's  Beneficiary  may elect to change the manner of  distribution,  or
defer the time of  payment,  of any part or all of such  Deceased  Participant's
Account the payment of which would be made neither  within six (6) months after,
nor within the calendar year of, the date of such election.  Such election shall
be made by filing a  Subsequent  Election  with the  Administrator  in which the
Surviving  Spouse shall specify the change in the manner of  distribution or the
change in the time of payment, which shall be no less than two nor more than ten
years from the  previously-elected  payment date, or such  Surviving  Spouse may
elect to defer payment until such Surviving  Spouse's death. A Surviving  Spouse
may make a total of two (2) Subsequent  Elections under this Section  3.6(c)(i),
with  respect  to  all or  any  part  of  the  Deceased  Participant's  Account.
Subsequent  Elections  pursuant to this Section  3.6(c)(i) may specify different
changes with respect to different parts of the Deceased Participant's Account.

              (ii) Exception.  Notwithstanding  the above Section  3.6(c)(i),  a
Subsequent  Election may be made by a Surviving Spouse within sixty (60) days of
the Deceased Participant's death;  provided,  however, such election may only be
made  with  respect  to  amounts

                                      -9-
<PAGE>

which would not be paid under the Deceased  Participant's  election as in effect
on the date of the Deceased  Participant's  death until a date which is at least
six (6) months from the  Deceased  Participant's  date of death.  Such  election
shall be made by filing a Subsequent  Election with the  Administrator  in which
the Surviving  Spouse shall specify the change in the manner of  distribution or
the change in the time of payment,  which shall be no less than two (2) nor more
than ten (10) years from the previously-elected  payment date, or such Surviving
Spouse  may elect to defer  payment  until  such  Surviving  Spouse's  death.  A
Surviving  Spouse may only make one (1)  Subsequent  Election under this Section
3.6(c)(ii)  with  respect  to all  or any  part  of the  Deceased  Participant's
Account.  Such Surviving  Spouse may,  however,  make one additional  Subsequent
Election  under  Section  3.6(c)(i)  in  accordance  with the  terms of  Section
3.6(c)(i).  The  one  (1)  Subsequent  Election  permitted  under  this  Section
3.6(c)(ii)  may specify  different  changes for different  parts of the Deceased
Participant's Account.

          (d)  Beneficiary  of a Deceased  Participant  Other  Than a  Surviving
Spouse.

              (i) General Rule. A Beneficiary of a Deceased  Participant  (other
than a  Surviving  Spouse)  may elect to change the manner of  distribution,  or
defer the time of  payment,  of any part or all of such  Deceased  Participant's
Account the payment of which would be made neither  within six (6) months after,
nor within the calendar year of, the date of such election.  Such election shall
be made by filing a  Subsequent  Election  with the  Administrator  in which the
Beneficiary shall specify the change in the manner of distribution or the change
in the time of  payment,  which  shall be no less than two (2) nor more than ten
(10) years from the previously-elected  payment date. A Beneficiary may make one
(1) Subsequent Election under this Section 3.6(d)(i), with respect to all or any
part of the Deceased  Participant's  Account.  Subsequent  Elections pursuant to
this Section  3.6(d)(i) may specify different changes for different parts of the
Deceased Participant's Account.

              (ii) Exception.  Notwithstanding  the above Section  3.6(d)(i),  a
Subsequent  Election may be made by a Beneficiary  within sixty (60) days of the
Deceased Participant's death; provided,  however, such election may only be made
with respect to amounts which would not be paid under the Deceased Participant's
election as in effect on the date of the  Deceased  Participant's  death until a
date which is at least six (6) months from the  Deceased  Participant's  date of
death.  Such  election  shall be made by filing a Subsequent  Election  with the
Administrator in which the Beneficiary shall specify the change in the manner of
distribution  or the change in the time of payment,  which shall be no less than
two (2) nor more than ten (10) years from the previously-elected payment date. A
Beneficiary may make one (1) Subsequent  Election under this Section  3.6(d)(ii)
with  respect  to  all or  any  part  of  the  Deceased  Participant's  Account.
Subsequent  Elections  pursuant to this Section 3.6(d)(ii) may specify different
changes for different parts of the Deceased Participant's Account.

          (e) Other Deferral and Acceleration by a Beneficiary.  Any Beneficiary
(other than a Surviving Spouse who has made a Subsequent  Election under Section
3.6(c) or a Beneficiary who has made a Subsequent Election under Section 3.6(d))
may elect to change the manner of  distribution  from the manner of distribution
in which payment of a Deceased  Participant's  Account would  otherwise be made,
and

                                      -10-
<PAGE>
              (i) Defer the time of payment  of any part or all of the  Deceased
Participant's Account or deceased  Beneficiary's Account for one additional year
from the date a payment  would  otherwise be made or begin  (provided  that if a
Subsequent  Election is made  pursuant to this Section  3.6(e)(i),  the Deceased
Participant's  Account or deceased  Beneficiary's Account shall be in all events
distributed  in  full  on or  before  the  fifth  anniversary  of  the  Deceased
Participant's or a deceased Beneficiary's death); or

              (ii)  Accelerate  the time of payment of a Deceased  Participant's
Account or deceased  Beneficiary's  Account  from the date or dates that payment
would  otherwise  be made or begin to the date  that is the later of (A) six (6)
months after the date of the Deceased  Participant's  or deceased  Beneficiary's
death and (B) January 2nd of the  calendar  year  beginning  after the  Deceased
Participant's  or deceased  Beneficiary's  death,  provided that if a Subsequent
Election is made pursuant to this Section 3.6(e)(ii), the Deceased Participant's
Account or deceased  Beneficiary's  Account shall be distributed in full on such
accelerated payment date.

A Subsequent  Election  pursuant to this  Section  3.6(e) must be filed with the
Administrator  within one hundred and twenty (120) days  following  the Deceased
Participant's  or  deceased  Beneficiary's  death.  One and only one  Subsequent
Election  shall be permitted  pursuant to this Section  3.6(e) with respect to a
Deceased Participant's Account or deceased  Beneficiary's  Account,  although if
such Subsequent Election is filed pursuant to Section 3.6(e)(i),  it may specify
different changes for different parts of the Account.

          (f) Disabled  Participant.  A Disabled  Participant  (who has not been
permitted  to make a  Subsequent  Election  under  Section  3.6(h)) may elect to
change the form of distribution  from the form of distribution  that the payment
of the Disabled  Participant's  Account would otherwise be made and may elect to
accelerate  the time of payment of the Disabled  Participant's  Account from the
date  payment  would  otherwise  be made to  January  2nd of the  calendar  year
beginning after the Participant became disabled.  A Subsequent Election pursuant
to this  Section  3.6(f) must be filed with the  Administrator  on or before the
close  of  business  on the  later  of (i) the  June 30  following  the date the
Participant becomes a Disabled Participant if the Participant becomes a Disabled
Participant on or before May 1 of a calendar  year;  (ii) the 60th day following
the date the  Participant  becomes a  Disabled  Participant  if the  Participant
becomes a Disabled  Participant  after May 1 and before November 2 of a calendar
year or (iii) the  December  31  following  the date the  Participant  becomes a
Disabled  Participant if the Participant  becomes a Disabled  Participant  after
November 1 of a calendar year.

          (g)  Retired  Participant.  A  Retired  Participant  (who has not been
permitted  to make a  Subsequent  Election  under  Section  3.6(h)) may elect to
change the form of distribution  from the form of  distribution  that payment of
the Retired Participant's Account would otherwise be made and may elect to defer
the time of payment of the  Retired  Participant's  Account for a minimum of two
additional years from the date payment would otherwise be made (provided that if
a  Subsequent  Election is made  pursuant to this  Section  3.6(g),  the Retired
Participant's  Account  shall be  distributed  in full on or  before  the  fifth
anniversary  of the  Retired  Participant's  Normal  Retirement).  A  Subsequent
Election pursuant to this Section 3.6(g) must be filed with the Administrator on
or before the close of  business on the later of (i) the June 30  following  the
Participant's  Normal Retirement on or before May 1 or a calendar year, (ii) the
60th day following the  Participant's  Normal  Retirement after May 1 and before
November  2  of  a  calendar

                                      -11-
<PAGE>
year or (iii) the  December 31 following  the  Participant's  Normal  Retirement
after November 1 of a calendar year.

          (h) Retired Participants and Disabled Participants. The Committee may,
in its sole and absolute discretion,  permit a Retired Participant or a Disabled
Participant  to make a  Subsequent  Election to change the form of  distribution
that the payment of the Retired Participant's account would otherwise be made or
to defer the time of  payment  of any part or all of such  Retired  or  Disabled
Participant's Account for a minimum of two years and a maximum of ten additional
years from the previously-elected  payment date, by filing a Subsequent Election
with the  Administrator  on or before  the close of  business  on June 30 of the
calendar year preceding the calendar year in which the lump-sum  distribution or
initial  installment  payment would  otherwise be made. The number of Subsequent
Elections  under this Section 3.6(h) shall be determined by the Committee in its
sole and absolute discretion.

          (i) Most  Recently  Filed  Initial  Election  or  Subsequent  Election
Controlling.  Subject to  acceleration  pursuant  to  Section  3.6(e) or 3.6(f),
Section  3.7 or Section  7.1,  no  distribution  of the  amounts  deferred  by a
Participant  for any  calendar  year  shall  be made  before  the  payment  date
designated by the  Participant or Beneficiary on the most recently filed Initial
Election or Subsequent Election with respect to each deferred amount.

     3.7.  Distribution in Full Upon  Terminating  Event. The Company 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  notwithstanding any other provision of
the Plan or the terms of any Initial Election or Subsequent  Election,  upon the
consummation of a Terminating  Event,  the Account  balance of each  Participant
shall be distributed in full and any outstanding Initial Elections or Subsequent
Elections shall be revoked.

     3.8. Withholding and Payment of Death Taxes.

          (a) Notwithstanding any other provisions of this Plan to the contrary,
including  but not limited to the  provisions of Article 3 and Article 7, or any
Initial or Subsequent  Election  filed by a Deceased  Participant  or a Deceased
Participant's  Beneficiary (for purposes of this Section,  the "Decedent"),  the
Administrator  shall apply the terms of Section 3.8(b) to the Decedent's Account
unless the  Decedent  affirmatively  has  elected,  in  writing,  filed with the
Administrator, to waive the application of Section 3.8(b).

          (b) Unless the Decedent affirmatively has elected, pursuant to Section
3.8(a), that the terms of this Section 3.8(b) not apply:

              (i) The  Administrator  shall prohibit the Decedent's  Beneficiary
from taking any action  under any of the  provisions  of the Plan with regard to
the  Decedent's  Account  other than the  Beneficiary's  making of a  Subsequent
Election pursuant to Section 3.6;

              (ii) The  Administrator  shall  defer  payment  of the  Decedent's
Account  until the later of the Death Tax  Clearance  Date and the payment  date
designated in the Decedent's Initial Election or Subsequent Election;

                                      -12-
<PAGE>
              (iii) The Administrator shall withdraw from the Decedent's Account
such amount or amounts as the Decedent's Personal  Representative  shall certify
to the  Administrator  as being  necessary  to pay the Death  Taxes  apportioned
against the Decedent's  Account;  the  Administrator  shall remit the amounts so
withdrawn  to the  Personal  Representative,  who  shall  apply  the same to the
payment of the Decedent's Death Taxes, or the Administrator may pay such amounts
directly  to any taxing  authority  as payment  on account of  Decedent's  Death
Taxes, as the Administrator elects;

              (iv) If the  Administrator  makes a withdrawal from the Decedent's
Account  to pay the  Decedent's  Death  Taxes  and such  withdrawal  causes  the
recognition of income to the  Beneficiary,  the  Administrator  shall pay to the
Beneficiary  from  the  Decedent's  Account,  within  thirty  (30)  days  of the
Beneficiary's request, the amount necessary to enable the Beneficiary to pay the
Beneficiary's  income tax liability  resulting from such  recognition of income;
additionally, the Administrator shall pay to the Beneficiary from the Decedent's
Account,  within thirty (30) days of the Beneficiary's  request, such additional
amounts as are  required  to enable  the  Beneficiary  to pay the  Beneficiary's
income tax liability  attributable  to the  Beneficiary's  recognition of income
resulting  from a  distribution  from the  Decedent's  Account  pursuant to this
Section 3.8(b)(iv);

              (v)  Amounts   withdrawn  from  the  Decedent's   Account  by  the
Administrator pursuant to Sections 3.8(b)(iii) and 3.8(b)(iv) shall be withdrawn
from the portions of Decedent's  Account having the earliest  distribution dates
as specified in Decedent's Initial Election or Subsequent Election; and

              (vi)  Within a  reasonable  time  after  the later to occur of the
Death Tax  Clearance  Date and the payment  date  designated  in the  Decedent's
Initial  Election  or  Subsequent  Election,  the  Administrator  shall  pay the
Decedent's Account to the Beneficiary.

                       ARTICLE 4 - MANNER OF DISTRIBUTION

     4.1.  Manner of  Distribution.  Amounts  credited  to an  Account  shall be
distributed,  pursuant to an Initial  Election or Subsequent  Election in either
(a) a lump sum payment or (b)  substantially  equal annual  installments  over a
five (5),  ten (10) or  fifteen  (15) year  period  or (c)  substantially  equal
monthly installments over a period not exceeding fifteen (15) years.

Notwithstanding  any Initial  Election or  Subsequent  Election to the contrary,
distributions  pursuant to Initial Elections or Subsequent  Elections made after
December 10, 1996 shall be made in one lump sum payment  unless the portion of a
Participant's  Account  subject  to  distribution,  as of both  the  date of the
Initial Election or Subsequent  Election and the benefit  commencement  date, is
more than $10,000.

     4.2.  Determination of Account  Balances for Purposes of Distribution.  The
amount of any  distribution  made  pursuant to Section 4.1 shall be based on the
balances  in the  Participant's  Account on the date of  distribution.  For this
purpose, the balance in a Participant's Account shall be calculated by crediting
income,  gains and losses  under the  Company  Stock Fund and  Income  Fund,  as
applicable, through the date immediately preceding the date of distribution.

                                      -13-
<PAGE>
                           ARTICLE 5 - BOOK ACCOUNTS

     5.1. Deferred  Compensation  Account. A deferred Compensation Account shall
be established for each Outside Director and Eligible Employee when such Outside
Director  or  Eligible  Employee  becomes a  Participant.  The  balance  of each
Participant's  Account as of January 1, 1997 shall  include  the balance of such
Participant's account under the Prior Plan as of December 31, 1996. Compensation
deferred  pursuant to the Plan shall be credited to the Account on the date such
Compensation would otherwise have been payable to the Participant. Income, gains
and losses on the  balance of the  Account  shall be  credited to the Account as
provided in Section 5.2.

     5.2. Crediting of Income, Gains and Losses on Accounts.

          (a) In General.  Except as otherwise provided in this Section 5.2, the
Administrator  shall  credit  income,  gains and  losses  with  respect  to each
Participant's Account as if it were invested in the Income Fund.

          (b) Investment Fund Elections.

              (i) Each Active Participant,  other than an Active Participant who
is an  Insider,  may elect to have all or any  portion  of his  Account  (to the
extent  credited  through the December 31 preceding the  effective  date of such
election)  credited with income,  gains and losses as if it were invested in the
Company Stock Fund or the Income Fund.

              (ii) An investment  fund election  shall  continue in effect until
revoked  or  superseded,  provided  that  notwithstanding  any  investment  fund
election to the contrary,  as of the valuation date (as determined under Section
4.2) for the distribution of all or any portion of a Participant's  Account that
is subject to  distribution  in the form of  installments  described  in Section
4.1(b) or (c), such Account, or portion thereof, shall be deemed invested in the
Income Fund (and  transferred from the Company Stock Fund to the Income Fund, to
the extent necessary) until such Account,  or portion thereof, is distributed in
full.

              (iii) In the absence of an effective election, a Participant shall
be deemed to have elected to have the Account  credited  with income,  gains and
losses as if it were invested in the Income Fund.

              (iv)  Investment fund elections under this Section 5.2(b) shall be
effective  as of the  first day of each  calendar  year  beginning  on and after
January 1, 1997,  provided  that the election is filed with the  Committee on or
before the close of business on December 31 of the calendar year  preceding such
calendar year. An Active  Participant  may only make an investment fund election
with respect to the Participant's accumulated Account as of December 31, and not
with respect to Compensation to be deferred for a calendar year.

              (v) If an Active  Participant  who was not an  Insider  becomes an
Insider, then,  notwithstanding the foregoing, such Active Participant may elect
to transfer the portion of his Account,  if any,  deemed invested in the Company
Stock Fund to be deemed  invested in the Income Fund,  effective as of the first
day of any calendar month  beginning  after such Active  Participant  becomes an
Insider.

                                      -14-
<PAGE>
              (vi) If a  Participant  ceases to continue in service as an Active
Participant,   then,   notwithstanding  any  election  to  the  contrary,   such
Participant's  Account shall be deemed invested in the Income Fund, effective as
of the first day of any calendar year beginning after such Participant ceases to
continue in service as an Active Participant.

          (c) Timing of  Credits.  Compensation  deferred  pursuant  to the Plan
shall be deemed invested in the Income Fund on the date such Compensation  would
otherwise have been payable to the  Participant.  Accumulated  Account  balances
subject to an  investment  fund election  under  Section  5.2(b) shall be deemed
invested in the  applicable  investment  fund as of the  effective  date of such
election.  The value of amounts deemed  invested in the Company Stock Fund shall
be based on  hypothetical  purchases  and sales of Company  Stock at Fair Market
Value as of the effective date of an investment election.

     5.3. Status of Deferred  Amounts.  Regardless of whether or not the Company
is a Participant's  employer,  all  Compensation  deferred under this Plan shall
continue for all purposes to be a part of the general funds of the Company.

     5.4.  Participants'  Status as General Creditors.  Regardless of whether or
not the  Company is a  Participant's  employer,  an  Account  shall at all times
represent  a general  obligation  of the  Company.  The  Participant  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 the Participant's Accounts.
Nothing contained herein shall be deemed to create an escrow,  trust,  custodial
account or fiduciary relationship of any kind. Nothing contained herein shall be
construed to eliminate any priority or preferred  position of a Participant in a
bankruptcy matter with respect to claims for wages.

                     ARTICLE 6 - NONALIENATION OF BENEFITS

     Except  as  otherwise   required  by  applicable  law,  the  right  of  any
Participant  or  Beneficiary  to  any  benefit  or  interest  under  any  of the
provisions  of this  Plan  shall  not be  subject  to  encumbrance,  attachment,
execution,  garnishment,  assignment,  pledge,  alienation,  sale, transfer,  or
anticipation,  either by the voluntary or involuntary  act of any Participant or
any  Participant's  Beneficiary  or by operation of law, nor shall such payment,
right, or interest be subject to any other legal or equitable process.

                        ARTICLE 7 - DEATH OF PARTICIPANT

     7.1.  Death of  Participant.  A  Deceased  Participant's  Account  shall be
distributed in accordance with the last Initial Election or Subsequent  Election
made by the Deceased Participant before the Deceased Participant's death, unless
the Deceased  Participant's  Surviving Spouse or other Beneficiary timely elects
to  accelerate  or defer the time or change the manner of  payment  pursuant  to
Section 3.6.

     7.2.  Designation of Beneficiaries.  Each Participant and Beneficiary shall
have the right to designate one or more  Beneficiaries to receive  distributions
in the event of the  Participant's  or  Beneficiary's  death by filing  with the
Administrator   a   Beneficiary   designation   on  the  form  provided  by  the
Administrator   for  such  purpose.   The   designation   of  a  Beneficiary  or
Beneficiaries  may be changed by a Participant  or Beneficiary at any time prior
to  such

                                      -15-
<PAGE>
Participant's or Beneficiary's  death by the delivery to the  Administrator of a
new Beneficiary designation form.

                       ARTICLE 8 - HARDSHIP DISTRIBUTIONS

     Notwithstanding  the terms of an Initial  Election or Subsequent  Election,
if, at the Participant's  request, the Board determines that the Participant has
incurred a Hardship,  the Board may, in its discretion,  authorize the immediate
distribution of all or any portion of the Participant's Account.

                           ARTICLE 9 - INTERPRETATION

     9.1.  Authority of Committee.  The Committee  shall have full and exclusive
authority to construe,  interpret and administer  this Plan and the  Committee's
construction and  interpretation  thereof shall be binding and conclusive on all
persons for all purposes.

     9.2.  Claims  Procedure.  An  individual  (hereinafter  referred  to as the
"Applicant," which reference shall include the legal representative,  if any, of
the  individual)  does not  receive  timely  payment  of  benefits  to which the
Applicant believes he is entitled under the Plan, the Applicant may make a claim
for benefits in the manner hereinafter provided.

     An Applicant may file a claim for benefits with the Administrator on a form
supplied by the Administrator. If the Administrator wholly or partially denies a
claim,  the  Administrator  shall  provide the Applicant  with a written  notice
stating:

          (a) The specific reason or reasons for the denial;

          (b)  Specific  reference  to pertinent  Plan  provisions  on which the
denial is based;

          (c) A description of any additional material or information  necessary
for the Applicant to perfect the claim and an  explanation  of why such material
or information is necessary; and

          (d)  Appropriate  information  as to the steps to be taken in order to
submit a claim for review.

Written  notice of a denial of a claim shall be  provided  within 90 days of the
receipt  of the  claim,  provided  that  if  special  circumstances  require  an
extension of time for processing  the claim,  the  Administrator  may notify the
Applicant in writing that an additional period of up to 90 days will be required
to process the claim.

     If the Applicant's  claim is denied,  the Applicant shall have 60 days from
the date of receipt  of  written  notice of the denial of the claim to request a
review of the denial of the claim by the  Administrator.  Request  for review of
the denial of a claim must be submitted in writing. The Applicant shall have the
right to review  pertinent  documents  and  submit  issues and  comments  to the
Administrator  in writing.  The  Administrator  shall provide a written decision
within 60 days of its receipt of the  Applicant's  request for review,  provided
that if special

                                      -16-
<PAGE>
circumstances  require an  extension  of time for  processing  the review of the
Applicant's claim, the Administrator may notify the Applicant in writing that an
additional  period of up to 60 days shall be required to process the Applicant's
request for review.

     It is intended that the claims  procedures of this Plan be  administered in
accordance with the claims procedure  regulations of the Department of Labor set
forth in 29 CFR ss. 2560.503-1.

     Claims for benefits under the Plan must be filed with the  Administrator at
the following address:

     Comcast Corporation
     1500 Market Street
     Philadelphia, PA 19102
     Attention: General Counsel

                     ARTICLE 10 - AMENDMENT OR TERMINATION

     10.1.  Amendment or  Termination.  Except as otherwise  provided by Section
10.2,  the  Company,  by action  of the  Board or by  action  of the  Committee,
reserves  the right at any time,  or from time to time,  to amend or modify this
Plan.  The  Company,  by action of the Board,  reserves the right at any time to
terminate this Plan.

     10.2. Amendment of Rate of Credited Earnings. No amendment shall change the
Applicable Interest Rate with respect to the portion of a Participant's  Account
that is  attributable  to an Initial  Election or Subsequent  Election made with
respect  to  Compensation   earned  in  a  calendar  year  and  filed  with  the
Administrator  before the date of adoption of such  amendment by the Board.  For
purposes of this Section  10.2,  a  Subsequent  Election to defer the payment of
part or all of an Account for an  additional  period after a  previously-elected
payment  date (as  described  in  Section  3.6)  shall be  treated as a separate
Subsequent  Election from any previous Initial  Election or Subsequent  Election
with respect to such Account.

                        ARTICLE 11 - WITHHOLDING OF TAXES

     Whenever  the   Participating   Company  is  required  to  credit  deferred
Compensation to the Account of a Participant,  the  Participating  Company shall
have the right to require the Participant to remit to the Participating  Company
an amount  sufficient to satisfy any federal,  state and local  withholding  tax
requirements  prior to the  date on which  the  deferred  Compensation  shall be
deemed credited to the Account of the  Participant,  or take any action whatever
that  it  deems   necessary  to  protect  its  interests  with  respect  to  tax
liabilities.   The  Participating   Company's   obligation  to  credit  deferred
Compensation to an Account shall be conditioned on the Participant's compliance,
to the Participating Company's satisfaction,  with any withholding  requirement.
To the maximum  extent  possible,  the  Participating  Company shall satisfy all
applicable   withholding   tax   requirements  by  withholding  tax  from  other
Compensation payable by the Participating Company to the Participant,  or by the
Participant's  delivery of cash to the Participating  Company in an amount equal
to the applicable withholding tax.

                                      -17-
<PAGE>
                     ARTICLE 12 - MISCELLANEOUS PROVISIONS

     12.1. No Right to Continued  Employment.  Nothing contained herein shall be
construed as conferring  upon any  Participant the right to remain in service as
an  Outside  Director  or in the  employment  of a  Participating  Company as an
executive or in any other capacity.

     12.2.  Expenses  of Plan.  All  expenses  of the Plan  shall be paid by the
Participating Companies.

     12.3. Gender and Number. Whenever any words are used herein in any specific
gender,  they  shall be  construed  as  though  they were also used in any other
applicable  gender.  The singular  form,  whenever  used  herein,  shall mean or
include the plural form, and vice versa, as the context may require.

     12.4. Law Governing  Construction.  The construction and  administration of
the Plan and all questions pertaining thereto, shall be governed by the Employee
Retirement  Income  Security  Act of  1974,  as  amended  ("ERISA"),  and  other
applicable  federal law and, to the extent not  governed by federal  law, by the
laws of the Commonwealth of Pennsylvania.

     12.5.  Headings Not a Part Hereof.  Any headings  preceding the text of the
several  Articles,  Sections,  subsections,  or  paragraphs  hereof are inserted
solely for convenience of reference and shall not constitute a part of the Plan,
nor shall they affect its meaning, construction, or effect.

     12.6.  Severability  of  Provisions.  If any  provision  of  this  Plan  is
determined  to be void by any court of  competent  jurisdiction,  the Plan shall
continue to operate  and,  for the  purposes of the  jurisdiction  of that court
only, shall be deemed not to include the provision determined to be void.

                          ARTICLE 13 - EFFECTIVE DATE

     The effective date of this  amendment and  restatement of the Plan shall be
December 19, 2000.

     IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be executed
by its officers thereunto duly authorized,  and its corporate seal to be affixed
hereto, as of the 19th day of December, 2000.

                                       COMCAST CORPORATION


                                       BY:
                                          --------------------------------------


                                       ATTEST:

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

                                      -18-