COMCAST CORPORATION

                      1986 NON-QUALIFIED STOCK OPTION PLAN

             (As Amended and Restated, Effective December 10, 1986)

          1. Background. On March 26, 1986, the Board of Directors of Comcast
Corporation (the "Company") adopted by resolution the 1986 Non-Qualified Stock
Option Plan (the "Plan"), which action was approved by the stockholders of the
Company on September 17, 1986. Subsequent to adoption of the Plan, the Company's
Stock Option committee has granted options (the "Options") to certain employees
and directors (the "Participants") of the Company and its Affiliates to acquire
the Company's Class A Common Stock, par value $1.00 per share, and the Company's
Class B Common Stock, par value $1.00 per share (together, except as otherwise
provided in Section 12, the "Common Stock"). For purposes of the Plan, except as
otherwise provided in Section 12, the term "Affiliate" shall mean a corporation
which is a parent corporation or a subsidiary corporation with respect to the
Company within the meaning of Section 424(e) or (f) of the Internal Revenue Code
of 1986, as amended (the "Code").

          2. Administration. The Plan shall be administered by the Board of
Directors of the Company (with respect to issues pertaining to non-employee
directors of the Company) or a committee composed of three or more members
designated by it (with respect to issues pertaining to employees) (the Board of
Directors in its administrative capacity or said committee, if appointed, is
referred to hereinafter as the "Committee"). The Committee shall hold meetings
at such times and places as it may determine. No member of the Committee shall
participate with respect to issues pertaining to him. Acts approved at a meeting
by a majority of the members of the Committee or acts approved in writing by the
unanimous consent of the members of the Committee, excluding for all purposes
members ineligible to participate, shall be the valid acts of the Committee.

          The Committee shall from time to time at its discretion direct the
Company to grant Options pursuant to the terms of the Plan. The Committee shall
have plenary authority to determine the Participants to whom and the times at
which Options shall be granted, the number of Option Shares (as defined in
Section 4) to be granted and the price and other terms and conditions thereof,
subject, however, to the express provisions of the Plan. In making such
determinations the Committee may take into account the nature of the
Participant's services and responsibilities, his present and potential
contribution to the Company's success and such other factors as it may deem
relevant. The interpretation and construction by the Committee of any provision
of the Plan or of any Option granted under it shall be final, binding and
conclusive. The Board or the Committee may amend the Plan from time to time in
such manner as it may deem advisable.

          No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his service on the Committee
relating to this Plan. Service on the Committee shall constitute service as a
director of the Company so that a member of the

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Committee shall be entitled to indemnification and reimbursement as a director
of the Company for any action or any failure to act in connection with service
on the Committee to the full extent provided for at any time in the Company's
Articles of Incorporation or By-Laws or in any insurance policy or other
agreement intended for the benefit of the Company's directors.

          3. Eligibility. Directors of the Company and executive employees of
the Company or an Affiliate (including any such employee who may also be a
director of the Company or an Affiliate) (the "Participants") shall be eligible
to receive Options hereunder. The Committee, in its sole discretion, shall
determine whether an individual qualifies as a Participant. A Participant may
receive more than one Option, but only on the terms and subject to the
restrictions of the Plan.

          4. Option Shares. The aggregate maximum number of shares of the common
Stock for which Options may be issued under the Plan is 2,531,250 shares of
Class A Common Stock and 1,012,500 shares of Class B Common Stock, adjusted as
provided in Section 8 (the "Option Shares"). Option Shares shall be issued from
authorized and unissued Common Stock or Common Stock held in or hereafter
acquired for the treasury of the Company. If any outstanding Option granted
under the Plan expires, lapses or is terminated for any reason, the Option
Shares allocable to the unexercised portion of such Option may again be the
subject of an Option granted pursuant to the Plan.

          5. Effective Date of Plan. The Plan is effective March 26, 1986, the
date on which it was adopted by the Board of Directors of the Company. No Option
may be granted under the Plan after June 24, 1987.

          6. Terms and Conditions of Options. Options granted pursuant to the
Plan shall be evidenced by written documents (the "Option Documents") in such
form as the Committee shall from time to time approve, which Option documents
shall comply with and be subject to the following terms and conditions and such
other terms and conditions which the Committee shall from time to time require
which are not inconsistent with the terms of the Plan.

               (a) Number of Option Shares. Each Option Document shall state the
number and type of Option Shares to which it pertains. No member of the Board of
Directors may receive Options under the Plan for more than 30% of the aggregate
number of Option Shares reserved for issuance under the Plan (for this purpose,
the shares of Class A Common Stock and Class B Common Stock shall be added
together as if they were a single class).

               (b) Option Price. Each Option Document shall state the price at
which Option Shares may be purchased (the "Option Price"), which shall be at
least 100% of the fair market value of the Class A or Class B Common Stock, as
the case may be, on the date the Option is granted as determined by the
Committee.


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               (c) Medium of Payment. A Participant shall pay for the Option
Shares (i) in cash, (ii) by certified check payable to the order of the Company,
or (iii) by a combination of the foregoing. In addition, the Committee may
provide in an Option Document that payment may be made all or in part in Other
Available Shares held by the Participant (unless otherwise provided in an Option
Document), for more than six months or such shorter period of time as shall not,
in the Committee's sole discretion, have an adverse effect on the Company's
financial statements; provided, however, that Option Shares may not be paid for
in shares of Common Stock or Class A Special Common Stock if such method of
payment would result in liability under Section 16(b) of the Securities Exchange
Act of 1934, as amended, to a Participant. Except as otherwise provided by the
Committee, if payment is made in whole or in part in shares of the Common Stock
or Class A Special Common Stock of the Company, then the Participant shall
deliver to the Company certificates registered in the name of such Participant
representing shares of Common Stock or Class A Special Common Stock legally and
beneficially owned by such Participant, free of all liens, claims and
encumbrances of every kind and having a fair market value on the date of
delivery of such notice that is not greater than the Option Price of the Option
Shares with respect to which such Option is to be exercised, accompanied by
stock powers duly endorsed in blank by the record holder of the shares
represented by such certificates. Notwithstanding the foregoing, the Committee,
in its sole discretion, may refuse to accept shares of Common Stock or Class A
Special Common Stock in payment of the Option Price. In that event, any
certificates representing shares of Common Stock or Class A Special Common Stock
which were delivered to the Company shall be returned to the Participant with
notice of the refusal of the Committee to accept such shares in payment of the
Option Price. The Committee may impose such limitations and prohibitions on the
use of shares of the Common Stock or Class A Special Common Stock to exercise an
Option as it deems appropriate.

               (d) Termination of Options. No Option shall be exercisable after
the first to occur of the following:

                    (i) Expiration of the Option Term specified in the Option
Document, which shall not exceed ten (10) years and one day from the date of
grant;

                    (ii) Expiration of three months from the date the
Participant's employment with the Company or its Affiliates terminates for any
reason other than disability (within the meaning of Section 22(e)(3) of the
Code) or death, provided, however, that the Committee may specify in an Option
Document that an Option may be exercisable during a longer period following the
date the Participant's employment with the Company or its Affiliates so
terminates, but in no event later than the expiration of the Option Term
specified in such Option Document; or

                    (iii) Expiration of one year from the date the Participant's
employment with the Company and its Affiliates terminates by reason of the
Participant's disability (within the meaning of Section 22(e)(3) of the Code) or
death.


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               (e) Transfers. No Option granted under the Plan may be
transferred except by will or by the laws of descent and distribution. During
the lifetime of the Participant to whom an Option is granted, such Option may be
exercised only by him.

               (f) Other Provisions. The Option Documents shall contain such
other provisions, including, without limitation, additional restrictions upon or
conditions precedent to the exercise of the Option or additional limitations
upon the term of the Option, as the Committee shall deem advisable. The
Committee shall have the right, subject to the consent of the Participant, to
amend Option Documents which have been issued to such Participant.

          7. Exercise. No Option shall be deemed to have been exercised prior to
the receipt by the Company of written notice of such exercise and of payment in
full of the Option Price of the Option Shares to be purchased. Each such notice
shall specify the number of Option Shares to be purchased and shall (unless the
Option Shares are covered by a then current registration statement or a
Notification under Regulation A under the Securities Act of 1933 (the "Act")),
contain the Participant's acknowledgment in form and substance satisfactory to
the Company that (a) such Option Shares are being purchased for investment and
not for distribution or resale (other than a distribution or resale which, in
the opinion of counsel satisfactory to the Company, may be made without
violating the registration provisions of the Act) and (b) the Participant has
been advised and understands that (i) the Option Shares have not been registered
under the Act and are "restricted securities" within the meaning of Rule 144
under the Act and are subject to restrictions on transfer and (ii) the Company
is under no obligation to register the Option Shares under the Act or to take
any action which would make available to the Participant any exemption from such
registration.

          8. Adjustments on Changes in Common Stock. The aggregate number of
shares of Common Stock as to which Options may be granted hereunder, the number
of Option Shares covered by each outstanding Option and the Option Price per
Option Share shall be appropriately adjusted in the event of a stock dividend,
stock split or other increase or decrease in the number of issued shares of
Common Stock resulting from a subdivision or consolidation of the Common Stock
or other capital adjustment (not including the issuance of Common Stock on the
conversion of other securities of the Company which are convertible into Common
Stock) effected without receipt of consideration by the Company. The Committee
shall have authority to determine the adjustments to be made under this Section
and any such determination by the Committee shall be final, binding and
conclusive.

          9. Continued Employment. The grant of an Option pursuant to the Plan
shall not constitute evidence of any agreement, express or implied, on the part
of the Company or any Affiliates to continue to employ a Participant.


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          10. Withholding of Taxes.

               (a) Whenever the Company proposes or is required to deliver or
transfer Option Shares in connection with the exercise of an Option, the Company
shall have the right to (i) require the recipient to remit to the Company an
amount sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery or transfer of any certificate or
certificates for such Option Shares or (ii) take any action whatever that it
deems necessary to protect its interests with respect to tax liabilities. The
Company's obligation to make any delivery or transfer of Option Shares shall be
conditioned on the recipient's compliance, to the Company's satisfaction, with
any withholding requirement.

               (b) Except as otherwise provided in this Section 10(b), any tax
liabilities incurred in connection with the exercise of an Option under the Plan
shall be satisfied by the Company's withholding a portion of the Option Shares
underlying the Option exercised having a fair market value approximately equal
to the minimum amount of taxes required to be withheld by the Company under
applicable law, unless otherwise determined by the Committee with respect to any
participant. Notwithstanding the foregoing, the Committee may permit a
Participant to elect one or both of the following: (i) to have taxes withheld in
excess of the minimum amount required to be withheld by the Company under
applicable law; provided that the Participant certifies in writing to the
Company that the Participant owns a number of Other Available Shares that is at
least equal to the number to be withheld by the Company for the then-current
exercise on account of withheld taxes in excess of such minimum amount, and (ii)
to pay to the Company in cash all or a portion of the taxes to be withheld upon
the exercise of an Option. In all cases, the Option Shares so withheld by the
Company shall have a fair market value that does not exceed the amount of taxes
to be withheld minus the cash payment, if any, made by the Participant. The fair
market value of such shares shall be determined based on the last reported sale
price of a share of Common Stock on the principal exchange on which the Common
Stock is listed or, if not so listed, on the Nasdaq Stock Market on the last
trading day prior to the date on which the Option is exercised. Any election
pursuant to this Section 10(b) must be in writing made prior to the date
specified by the Committee, and in any event prior to the date the amount of tax
to be withheld or paid is determined. In addition, with respect to persons
subject to reporting requirements under Section 16(a) of the 1934 Act, such
election must be made at least six months prior to the date the amount of tax to
be withheld or paid is determined (which election will remain in effect with
regard to the exercise of an Option and all future exercises of Options unless
revoked upon six months prior notice). An election pursuant to this Section
10(b) may be made only by a Participant or, in the event of the Participant's
death, by the Participant's legal representative. No shares withheld pursuant to
this Section 10(b) shall be available for subsequent grants under the Plan. The
Committee may add such other requirements and limitations regarding elections
pursuant to this Section 10(b) as it deems appropriate.


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          11. Terminating Events.

               (a) The Sponsor 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. Upon receipt of such notice, and for a period of ten (10) days thereafter
(or such shorter period as the Board shall reasonably determine and so notify
the Participants), each Participant shall be permitted to exercise the Option to
the extent the Option are then exercisable; provided that, the Sponsor may, by
similar notice, require the Participant to exercise the Option, to the extent
the Option is then exercisable, or to forfeit the Option (or portion thereof, as
applicable). The Committee may, in its discretion, provide that upon the
Participant's receipt of the notice of a Terminating Event under this Section
11(a), the entire number of Shares covered by Options shall become immediately
exercisable. Upon the close of the period described in this Section 11(a) during
which an Option may be exercised in connection with a Terminating Event, such
Option (including such portion thereof that is not exercisable) shall terminate
to the extent that such Option have not theretofore been exercised.

               (b) Notwithstanding Section 11(a), in the event the Terminating
Event is not consummated, the Option shall be deemed not to have been exercised
and shall be exercisable thereafter to the extent it would have been exercisable
if no such notice had been given.

          12. Additional Definitions.

               (a) "Affiliate." For purposes of this Section 12, "Affiliate"
means, with respect to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, the term "control," including its
correlative terms "controlled by" and "under common control with," mean, with
respect to any Person, the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.

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

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

               (d) "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 1996

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Stock Option Plan, the Comcast Corporation 1987 Stock Option Plan and the 1990
Restricted Stock Plan.

               (e) "Common Stock." For purposes of the definition of the term
"Other Available Shares" in Section 12(f), "Common Stock" means:

                    (i)       the Sponsor's Class A Common Stock, par value,
                              $1.00 per share;

                    (ii)      the Sponsor's Class B Common Stock, par value,
                              $1.00 per share; and

                    (iii)     the Sponsor's Class A Special Common Stock, par
                              value, $1.00 per share

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

                    (i)       the total number of shares of Common Stock owned
                              by a Participant; over

                    (ii)      the sum of:

                              (x)       the number of shares of Common Stock
                                        owned by such Participant for less than
                                        six months; plus

                              (y)       the number of shares of Common Stock
                                        owned by such Participant that has,
                                        within the preceding six months, been
                                        the subject of a withholding
                                        certification pursuant to Section 12(b)
                                        or any similar withholding certification
                                        under any other Comcast Plan; plus

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


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For purposes of Section 6(c), the number of Other Available Shares shall be
determined separately for the Company's Class A Special Common Stock, par value,
$1.00 per share, the Company's Class A Common Stock, par value, $1.00 per share,
and the Company's Class B Special Common Stock, par value, $1.00 per share.

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

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

                    (i)       Ralph J. Roberts;

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

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

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

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

                    (i)       the liquidation of the Sponsor; or

                    (ii)      a Change of Control.


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

                         Executed as of the 10th day of December, 1996


                                 COMCAST CORPORATION

                                 BY: /s/ Stanley Wang

                                 ATTEST: /s/ Arthur R. Block



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