COMCAST CORPORATION

                         1997 DEFERRED STOCK OPTION PLAN

             (As Amended and Restated, Effective December 18, 1997)
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                                TABLE OF CONTENTS

                                                                     Page

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

2. DEFINITIONS.......................................................  1

3. DEFERRAL ELECTIONS................................................  7

4. FORM OF DISTRIBUTION.............................................. 10

5. BOOK ACCOUNTS..................................................... 10

6. NON-ASSIGNABILITY, ETC............................................ 11

7. INTERPRETATION.................................................... 11

8. AMENDMENT OR TERMINATION.......................................... 11

9. MISCELLANEOUS PROVISIONS.......................................... 12

10. EFFECTIVE DATE................................................... 12
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                               COMCAST CORPORATION
                         1997 DEFERRED STOCK OPTION PLAN

             (As Amended and Restated, Effective December 18, 1997)

                 1.        ESTABLISHMENT OF PLAN

         COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 1997 Deferred Stock Option Plan (the "Plan"),
effective December 18, 1997. The Plan was initially adopted effective September
16, 1997. The Plan is unfunded and is maintained primarily for the purpose of
providing a select group of management or highly compensated employees the
opportunity to defer the receipt of Shares and corresponding recognition of
compensation income upon the exercise of Options.

                 2.        DEFINITIONS

                 2.1 " A Stock" means the Company's Class A Common Stock, par
value, $1.00, including a fractional share.

                 2.2 "Account" means the bookkeeping accounts established
pursuant to Paragraph 5.1 and maintained by the Administrator in the names of
the respective Participants, to which Deferred Stock Units, dividend equivalents
and earnings on dividend equivalents shall be credited, and from which all
amounts distributed under the Plan shall be debited.

                 2.3       "Active Participant"means:

                    2.3.1  Each Participant who is in active service as an
                           Outside Director;

                    2.3.2  Each Participant who is actively employed by a
                           Participating Company as an Eligible Employee; and

                    2.3.3  A Permitted Transferee of an individual described in
                           Paragraph 2.3.1 or 2.3.2, if applicable.

                 2.4       "Administrator" means the Committee.



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                 2.5 "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.

                 2.6 "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.

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

                 2.8 "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.

                 2.9 "Comcast Option Plan or Plans" means the Comcast
Corporation 1986 Non-Qualified Stock Option Plan, the Comcast Corporation 1987
Stock Option Plan, or the Comcast Corporation 1996 Stock Option Plan, or any
other incentive or non-qualified stock option plan subsequently adopted by the
Company or an Affiliate.

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

                 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 "Date of Grant" means the date as of which an Option is
granted.
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                 2.14 "Deferred Stock Units" mean the number of hypothetical
Shares determined as the excess of (1) the number of Option Shares over (2) the
number of Other Available Shares having a Fair Market Value as of the date of
exercise of an Option equal to the exercise price for such Option Shares, as to
which an Outside Director, Former Outside Director, Eligible Employee, Former
Eligible Employee or Successor-in-Interest provides to the Company evidence of
ownership of sufficient Shares to pay the exercise price for such Option Shares;
provided, however, that if the Option is for A Stock, the Deferred Stock Units
shall be credited to the Participant's Account as Deferred A Stock Units, and if
the Option is for K Stock, the Deferred Stock Units shall be credited to the
Participant's Account as Deferred K Stock Units.

                 2.15 "Deceased Participant" means:

                          2.15.1     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;

                          2.15.2     A Participant who dies following
                                     termination of active service; or

                          2.15.3     A Permitted Transferee of an individual
                                     described in Paragraph 2.15.1 or 2.15.2, if
                                     applicable.

                 2.16      "Disabled Participant" means:

                          2.16.1    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;

                          2.16.2    A Participant who becomes disabled (as
                                    determined by the Committee) following
                                    termination of active service;

                          2.16.3    The duly-appointed legal guardian of an
                                    individual described in Paragraph 2.16.1 or
                                    2.16.2 acting on behalf of such individual;
                                    or

                          2.16.4    A Permitted Transferee of an individual
                                    described in Paragraph 2.16.1 or 2.16.2, if
                                    applicable.

                 2.17 "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, Former Outside Director, Eligible
Employee, Former Eligible Employee, Successor-in-Interest or Permitted
Transferee:

                          2.17.1    Elects, within the time or times specified
                                    in Article 3, to defer the receipt of Shares
                                    pursuant to the exercise of all or part of
                                    an Option; and
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                          2.17.2    Designates the time that such Shares and any
                                    dividend equivalents shall be distributed.

                 2.18      "Eligible Employee" means:

                          2.18.1    Each employee of a Participating Company
                                    whose Annual Rate of Pay is $125,000 or more
                                    as of both (1) the date on which an Election
                                    is filed with the Administrator and (2) the
                                    first day of the Plan Year in which such
                                    Election is filed;

                          2.18.2    Each New Key Employee; and

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

                 2.19      "Fair Market Value."

                          2.19.1    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.

                          2.19.2    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.

                          2.19.3    If Shares are not so listed nor trades of
                                    Shares so reported, Fair Market Value shall
                                    be determined by the Committee in good
                                    faith.

                 2.20 "Former Eligible Employee" means an individual who has
ceased to be actively employed by a Participating Company for any reason but
who, immediately preceding his termination of employment, was an Eligible
Employee.

                 2.21 "Former Outside Director" means an individual who has
ceased to be a member of the Board, but who, immediately preceding his cessation
of service as a member of the Board, was an Outside Director.

                 2.22 "Immediate Family" means an Outside Director's, Former
Outside Director's, Eligible Employee's or Former Eligible Employee's spouse and
lineal descendants, any trust all beneficiaries of which are any of such persons
and any partnership all partners of which are any of such persons.
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                 2.23 "K Stock" means the Company's Class A Special Common
Stock, par value, $1.00, including a fractional share.

                 2.24 "New Key Employee" means each employee of a Participating
Company hired on or after the effective date of the Plan whose Annual Rate of
Pay on his date of hire is $125,000 or more.

                 2.25      "Normal Retirement" means:

                          2.25.1     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

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

                 2.26 "Other Available Shares" means, as of any date, the
excess, if any of:

                          2.26.1     The total number of Shares owned by a
                                     Person; over

                          2.26.2     The sum of:

                              2.26.2.1  The number of Shares owned by such
                                        Person for less than six months; plus

                              2.26.2.2  The number of Shares owned by such
                                        Person that has, within the preceding
                                        six months, been the subject of a
                                        withholding certification under any
                                        Comcast Plan; plus

                              2.26.2.3  The number of Shares owned by such
                                        Person 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.

For purposes of this Paragraph 2.26, a Share that is subject to a deferral
election pursuant to this Plan or another Comcast Plan shall not be treated as
owned by a Person until all conditions to the delivery of such Share have
lapsed. The number of Other Available Shares shall be determined separately for
Shares of A Stock and Shares of K Stock.

                 2.27 "Option" means a non-qualified stock option to purchase
Shares granted pursuant to a Comcast Option Plan; provided that each Option with
a different Date of Grant shall be considered a separate Option.

                 2.28 "Option Shares" mean the Shares that are subject to the
portion of an Option as to which an Election is in effect.

                 2.29 "Outside Director" means a member of the Board who is not
an employee of a Participating Company.
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                 2.30 "Parent Company" means all corporations that, at the time
in question, are parent corporations of the Company within the meaning of
section 424(e) of the Code.

                 2.31 "Participant" means each Outside Director, Former Outside
Director, Eligible Employee, Former Eligible Employee, Successor-in-Interest or
Permitted Transferee that has made an Election and that has an undistributed
amount credited to an Account under the Plan.

                 2.32 "Participating Company" means the Company and each of the
Parent Companies and Subsidiary Companies.

                 2.33 "Permitted Transferee" means a member of the Immediate
Family of an Outside Director, Former Outside Director, Eligible Employee or
Former Eligible Employee to whom the right to exercise an Option has been
transferred pursuant to a Comcast Option Plan.

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

                 2.35 "Plan" means the Comcast Corporation 1997 Deferred Stock
Option Plan, as set forth herein, and as may be amended from time to time.

                 2.36 "Plan Year" means the calendar year.

                 2.37 "Prime Rate" means the annual rate of interest identified
by PNC Bank as its prime rate as of the first day of each calendar year.

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

                 2.39 "Roberts Family." Each of the following is a member of the
Roberts Family:

                           2.39.1    Ralph J. Roberts;

                           2.39.2    A lineal descendant of Ralph J. Roberts; or

                           2.39.3    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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                  2.40 "Share" or "Shares" means for all purposes of the Plan, a
share or shares of A Stock or K Stock, or such other securities issued by the
Company as may be subject to adjustment 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 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
Deferred Stock Units credited to Participants' Accounts. The Committee's
adjustment shall be effective and binding for all purposes of the Plan.

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

                 2.42 "Successor-in-Interest" means the estate or beneficiary of
a deceased Former Outside Director, a deceased Former Eligible Employee or
another deceased Participant, to whom the right to exercise an Option or the
right to payment under the Plan shall have passed, as applicable.

                 2.43 "Terminating Event" means any of the following events:

                           2.43.1    The liquidation of the Company; or

                           2.43.2    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.

                 3.        DEFERRAL ELECTIONS

                 3.1 Elections. Each Outside Director, Former Outside Director,
Eligible Employee, Former Eligible Employee, Successor-in-Interest and Permitted
Transferee who is the grantee or transferee of an Option, shall have the right
to make an Election to defer the receipt of Shares upon exercise of all or part
of such Option by filing an Election at the time and in the manner described in
this Article 3.

                 3.2 Filing of Elections. An Election to defer the receipt of
Shares upon exercise of all or part of an Option shall be made on the form
provided by the Administrator for this purpose. No such Election shall be
effective unless it is filed with the Administrator on or before the date that
is both (i) six (6) months prior to the exercise of such Option and (ii) in the
calendar year preceding the calendar year in which such Option is exercised,
provided that an Election filed with the Administrator on or before December 31,
1997 shall be effective with respect to the exercise of any Option after
December 31, 1997.

                 3.3 Options to which Elections May Apply. A separate Election
may be made for each Option, or a portion of such Option, with respect to which
an Outside Director, Former Outside Director, Eligible Employee, Former Eligible
Employee, Successor-in-Interest or Permitted Transferee desires to defer receipt
of Shares upon exercise of all or a portion of such Option, but the failure of
such a Person to make an Election with respect to an Option shall not affect
such Person's right to make an Election for any other Option.
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                 3.4 Election of Distribution Date.

                           3.4.1     Each Participant who elects to defer the
                                     receipt of Shares shall, on the Election,
                                     also elect the distribution date for such
                                     Shares; provided, however, that, subject to
                                     acceleration pursuant to Paragraph 3.4.3,
                                     Paragraph 3.4.4 or Paragraph 3.5, no
                                     distribution may be made earlier than
                                     January 2nd of the third calendar year
                                     beginning after the date of the Election
                                     nor later than January 2nd of the eleventh
                                     calendar year beginning after the date of
                                     the Election. The designation of the time
                                     for distribution of benefits under the Plan
                                     may vary with each separate Election.
                                     Subject to acceleration pursuant to
                                     Paragraph 3.4.3, Paragraph 3.4.4 or
                                     Paragraph 3.5, no distribution of the
                                     amounts deferred by a Participant for any
                                     Plan Year shall be made before the
                                     distribution date designated by the
                                     Participant on the most recently filed
                                     Election with respect to such deferred
                                     amounts.

                           3.4.2     Each Active Participant who has previously
                                     elected to receive a distribution of part
                                     or all of his or her Account, or who,
                                     pursuant to this Paragraph 3.4.2 has
                                     elected to defer the distribution date for
                                     Shares for an additional period from the
                                     originally-elected distribution date, may
                                     elect to defer the time of payment of such
                                     amount for a minimum of two and a maximum
                                     of ten additional years from the
                                     previously-elected distribution date, by
                                     filing an Election with the Administrator
                                     on or before the close of business on June
                                     30 of the Plan Year preceding the Plan Year
                                     in which the distribution would otherwise
                                     be made.

                           3.4.3     A Deceased Participant's
                                     Successor-in-Interest or the Permitted
                                     Transferee of a Deceased Participant, if
                                     applicable, may elect to:

                              3.4.3.1   Defer the time of payment of the
                                        Deceased Participant's Account for a
                                        minimum of two additional years from the
                                        date payment would otherwise be made
                                        (provided that if an Election is made
                                        pursuant to this Paragraph 3.4.3.1, the
                                        Deceased Participant's Account shall be
                                        distributed in full on or before the
                                        fifth anniversary of the Deceased
                                        Participant's death); or

                              3.4.3.2   Accelerate the time of payment of such
                                        amount from the date payment would
                                        otherwise be made to January 2nd of the
                                        calendar year beginning after the
                                        Deceased Participant's death.
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An Election pursuant to this Paragraph 3.4.3 must be filed with the
Administrator on or before the close of business on (i) the June 30 following
the Participant's death on or before May 1 of a calendar year, (ii) the 60th day
following the Participant's death after May 1 and before November 2 of a
calendar year or (iii) the December 31 following the Participant's death after
November 1 of a calendar year. One and only one Election shall be permitted
pursuant to this Paragraph 3.4.3 with respect to a Deceased Participant's
Account.

                           3.4.4     A Disabled Participant, or the Permitted
                                     Transferee of a Disabled Participant, if
                                     applicable, 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. An Election
                                     pursuant to this Paragraph 3.4.4 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.

                           3.4.5     A Retired Participant, or the Permitted
                                     Transferee of a Retired Participant, if
                                     applicable, 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 an Election is
                                     made pursuant to this Paragraph 3.4.5, the
                                     Retired Participant's Account shall be
                                     distributed in full on or before the fifth
                                     anniversary of the Retired Participant's
                                     Normal Retirement). An Election pursuant to
                                     this Paragraph 3.4.5 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 of a calendar
                                     year, (ii) the 60th day following the
                                     Participant's Normal Retirement after May 1
                                     and before November 2 of a calendar year or
                                     (iii) the December 31 following the
                                     Participant's Normal Retirement after
                                     November 1 of a calendar year.

                 3.5 Effect of 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 Company may, in its discretion,
provide in such notice that notwithstanding any other provision of the Plan or
the terms of any Election, upon the consummation of a Terminating Event, the
Account balance of each Participant shall be distributed in full and any
outstanding Elections shall be revoked.


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                 4. FORM OF DISTRIBUTION

                 4.1 Form of Distribution. Deferred Stock Units credited to an
Account shall be distributed in the form of shares of A Stock and/or K Stock, as
applicable. Dividend equivalents shall be distributed in a lump sum in cash.

                 5. BOOK ACCOUNTS

                 5.1 Account. An Account shall be established for each Outside
Director, Former Outside Director, Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee when such Person becomes a
Participant. Deferred Stock Units shall be credited to the Account as of the
date of exercise of an Option as to which an Election is in effect.

                 5.2 Crediting of Dividend Equivalents. The Account of each
Participant shall be credited with dividend equivalents at the same rate per
Deferred Stock Unit as are actually paid per Share. Earnings shall be credited
with respect to dividend equivalents credited to Accounts and credited with
interest annually at the Prime Rate.

                 5.3 Status of Deferred Amounts. Regardless of whether or not
the Company is a Participant's employer, all Deferred Stock Units and dividend
equivalents 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 the 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 his or her 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.

                 6. NON-ASSIGNABILITY, ETC.

                 6.1 Non-assignability. The right of each Participant in or to
any Account, benefit or payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Participant; and no
Account, benefit or payment shall be subject to anticipation, alienation, sale,
transfer, assignment or encumbrance.

                 6.2 Designation of Beneficiaries. Each Participant shall have
the right to designate one or more beneficiaries to receive distributions in the
event of the Participant's death by filing with the Administrator a beneficiary
designation on the form provided by the Administrator for such purpose. The
designation of beneficiary or beneficiaries may be changed by a Participant at
any time prior to his or her death by the delivery to the Administrator of a new
beneficiary designation form. If no beneficiary shall have been designated, or
if no designated beneficiary shall survive the Participant, the Participant's
estate shall be deemed to be the beneficiary.
<PAGE>

                 7. INTERPRETATION

                 7.1 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.

                 7.2 Claims Procedure. The Committee shall administer a
reasonable claims procedure with respect to the Plan in accordance with
Department of Labor Regulation section 2560.503-1, or any successor provision.

                 8. AMENDMENT OR TERMINATION

                 8.1 Amendment or Termination. 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 to terminate this Plan at any time.

                 9. MISCELLANEOUS PROVISIONS

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

                 9.2 Governing Law. This Plan shall be interpreted under the
laws of the Commonwealth of Pennsylvania.

                 9.3 Expiration of Options. Notwithstanding any provision of the
Plan or an Election, no Election shall be effective with respect to an Option
that has expired. In addition, no provision of the Plan or an Election shall be
construed to extend the expiration date of any Option.

                 10. EFFECTIVE DATE

                 The effective date of the Plan this amendment and restatement
of the Plan shall be December 18, 1997.
<PAGE>

         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 18th day of December, 1997.

                                 COMCAST CORPORATION


                                 BY: /s/ Stanley Wang



                                 ATTEST: /s/ Arthur S. Block