COMCAST CORPORATION
                           1990 RESTRICTED STOCK PLAN

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


1.   PURPOSE

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

2.   DEFINITIONS

     (a) "Active  Grantee"  means each  Grantee  who is  actively  employed by a
Participating Company.

     (b) "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.

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

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

     (e) "Change of Control" means any  transaction or series of transactions as
a result of which any  Person  who was a Third  Party  immediately  before  such
transaction   or  series   of   transactions   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.

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

     (g) "Comcast Plan" means any restricted stock, stock bonus, stock option or
other compensation plan, program or arrangement established or maintained by the
Company or an  Affiliate,  including  but not limited to this Plan,  the Comcast
Corporation 1997 Deferred Stock Option Plan, the Comcast  Corporation 1996 Stock
Option Plan and the Comcast Corporation 1987 Stock Option Plan.


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

     (i)  "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.

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

     (k) "Deceased Grantee" means:

          (i)  A  Grantee  whose  employment  by  a  Participating   Company  is
               terminated by death; or

          (ii) A Grantee  who dies  following  termination  of  employment  by a
               Participating Company.

     (l) "Disabled Grantee" means:

          (i)  A  Grantee  whose  employment  by  a  Participating   Company  is
               terminated by reason of disability;

          (ii) A Grantee who becomes  disabled (as  determined by the Committee)
               following  termination of employment by a Participating  Company;
               or

          (iii)The duly-appointed  legal guardian of an individual  described in
               Paragraph   2(l)(i)  or   2(l)(ii)   acting  on  behalf  of  such
               individual.

     (m)  "Election"  means  a  written  election  on a  form  provided  by  the
Committee,  filed with the Committee in accordance with Paragraph 8, pursuant to
which a Grantee:

          (i)  Elects,  within the time or times  specified  in  Paragraph 8, to
               defer the distribution date of Restricted Stock; and

          (ii) Designates the distribution date of Restricted Stock.

     (n)  "Eligible  Employee"  means a management  employee of a  Participating
Company, as determined by the Committee.

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


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     (p) "Normal Retirement" means a Grantee's 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.

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

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

          (ii) the sum of:

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

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

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

For  purposes  of this  Paragraph  2(q),  a Share  that is subject to a deferral
election pursuant to Paragraph 8 or another Comcast Plan shall not be treated as
owned by a Grantee  until all  conditions  to the  delivery  of such  Share have
lapsed.  For purposes of Paragraph  9(c), the number of Other  Available  Shares
shall be determined  separately for the Company's  Class A Special Common Stock,
par value, $1.00, and for the Company's Class A Common Stock, par value, $1.00.

     (r) "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.

     (s)  "Participating  Company"  means  the  Company  and each of the  Parent
Companies and Subsidiary Companies.

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

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


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     (v) "Plan Year" means the 365-day period (or the 366-day period)  extending
from January 3 to the next following January 2.

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

     (x)  "Retired  Grantee"  means  a  Grantee  who has  terminated  employment
pursuant to a Normal Retirement.

     (y)  "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.

     (z) "Rule  16b-3"  means Rule 16b-3  promulgated  under the 1934 Act, as in
effect from time to time.

     (aa) "Share" or "Shares" means:

          (i)  for all  purposes  of the  Plan,  a share  or  shares  of Class A
               Special Common Stock, $1.00 par value, of the Company.

          (ii) solely for purposes of Paragraphs 2(q) and 9(c), the term "Share"
               or "Shares" also means a share or shares of the Company's Class A
               Common Stock, par value, $1.00.

     (bb) "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.

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

          (i)  the liquidation of the Company; or

          (ii) a Change of Control.

     (dd)  "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.

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


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

3.   RIGHTS TO BE GRANTED

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

4.   SHARES SUBJECT TO THE PLAN

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

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

5.   ADMINISTRATION OF THE PLAN

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

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

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

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

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

     (c) Meetings. The Committee shall hold meetings at such times and places as
it may determine. Acts approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members of
the Committee shall be the valid acts of the Committee.

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     (d) Exculpation.  No member of the Committee shall be personally liable for
monetary  damages  for any  action  taken or any  failure  to take any action in
connection  with  the  administration  of the  Plan or the  granting  of  Awards
thereunder  unless (i) the member of the  Committee  has  breached  or failed to
perform  the  duties of his  office,  and (ii) the  breach or failure to perform
constitutes self-dealing, wilful misconduct or recklessness;  provided, however,
that the provisions of this Paragraph 5(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.

     (e) Indemnification. Service on the Committee shall constitute service as a
member of the Board.  Each member of the  Committee  shall be  entitled  without
further act on his part to  indemnity  from the  Company to the  fullest  extent
provided by  applicable  law and the  Company' s Articles of  Incorporation  and
By-laws in connection with or arising out of any action, suit or proceeding with
respect to the  administration  of the Plan or the granting of Awards thereunder
in which he may be  involved  by reason of his being or having  been a member of
the Committee, whether or not he continues to be such member of the Committee at
the time of the action, suit or proceeding.

6.   ELIGIBILITY

     Awards may be granted  only to Eligible  Employees,  as  determined  by the
Committee. No Awards shall be granted to an individual who is not an employee of
a Participating Company.

7.   RESTRICTED STOCK AWARDS

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

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

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

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

     (d)  Restrictions.  Subject  to the  provisions  of the Plan and the Award,
during a period set by the Committee  commencing with the Date of Grant,  which,
for Grantees who are subject


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to the  short-swing  profit  recapture rules of section 16(b) of the 1934 Act by
virtue of their position as either a director, officer or holder of more than 10
percent of any class of equity  securities  of the Company,  shall extend for at
least six (6) months from the Date of Grant,  the Grantee shall not be permitted
to sell, transfer, pledge or assign Restricted Stock awarded under the Plan.

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

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

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

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

8.   DEFERRAL ELECTIONS

     Effective for Awards granted after  September 16, 1997, a Grantee may elect
to defer the receipt of Restricted Stock as to which restrictions have lapsed as
provided by the Committee in the Award, consistent, however, with the following:

     (a)  Deferral Election.


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

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

     (b) Effect of Failure of Restrictions on Shares to Lapse. An Election shall
be null and void if the restrictions on Restricted Stock do not lapse before the
distribution  date for such  Restricted  Stock  identified  in such  Election by
reason of the failure to satisfy  any  condition  precedent  to the lapse of the
restrictions.

     (c) Deferral  Period.  Except as otherwise  provided in Paragraph 8(d), all
Restricted  Stock that is  subject  to an  Election  shall be  delivered  to the
Grantee (or the person to whom  ownership  rights may have passed by will or the
laws of descent and  distribution)  without any legend or  restrictions  (except
those  that  may be  imposed  by the  Committee,  in its  sole  judgment,  under
Paragraph 9(a)), on the  distribution  date for such Restricted Stock designated
by the Grantee on the most recently filed  Election.  Subject to acceleration or
deferral pursuant to Paragraph 8(d) or Paragraph 11, no distribution may be made
earlier than January 2nd of the second calendar year beginning after the date on
which the applicable  restrictions  may lapse, nor later than January 2nd of the
tenth  calendar  year   beginning   after  the  date  on  which  the  applicable
restrictions  may  lapse.  The  distribution  date may vary with  each  separate
Election.

     (d) Additional Deferral Election.

          (i)  Each  Active  Grantee  who has  previously  made an  Election  to
               receive a distribution  of part or all of his or her Account,  or
               who,  pursuant to this Paragraph  8(d)(i) has made an Election to
               defer  the   distribution   date  for  Restricted  Stock  for  an
               additional period from the originally-elected  distribution date,
               may elect to defer the distribution date for a minimum of two and
               a maximum of ten additional years from the previously-elected


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               distribution date, by filing an Election with the Committee on or
               before  the close of  business  on June 30 of the  calendar  year
               preceding  the  calendar  year in which  the  distribution  would
               otherwise be made.

          (ii) A Deceased  Grantee's  estate or beneficiary to whom the right to
               payment  under the Plan shall have  passed may elect to (A) defer
               the distribution date for the Deceased Grantee's Restricted Stock
               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  8(d)(ii)(A),  the Deceased  Grantee's deferred
               Restricted  Stock shall be  distributed  in full on or before the
               fifth  anniversary  of  the  Deceased  Grantee's  death);  or (B)
               accelerate  the  distribution  date  for the  Deceased  Grantee's
               Restricted Stock from the date payment would otherwise be made to
               January 2nd of the  calendar  year  beginning  after the Deceased
               Grantee's death. An Election pursuant to this Paragraph  8(d)(ii)
               must be filed  with  the  Committee  on or  before  the  close of
               business on (x) the June 30 following the  Grantee's  death on or
               before May 1 of a calendar  year,  (y) the 60th day following the
               Grantee's  death after May 1 and before  November 2 of a calendar
               year or (z) the December 31 following the  Grantee's  death after
               November 1 of a calendar year. One and only one Election shall be
               permitted  pursuant to this Paragraph  8(d)(ii) with respect to a
               Deceased Grantee.

          (iii)A Disabled Grantee may elect to accelerate the distribution  date
               of the Disabled Grantee's  Restricted Stock from the date payment
               would  otherwise  be made to  January  2nd of the  calendar  year
               beginning after the Grantee became disabled. An Election pursuant
               to this  Paragraph  8(d)(iii) must be filed with the Committee on
               or before the close of business on the (x) the June 30  following
               the date the  Grantee  becomes a Disabled  Grantee if the Grantee
               becomes a Disabled Grantee on or before May 1 of a calendar year,
               (y) the  60th  day  following  the date  the  Grantee  becomes  a
               Disabled  Grantee if the Grantee becomes a Disabled Grantee after
               May 1 and  before  November  2 of a  calendar  year  or  (z)  the
               December 31  following  the date the  Grantee  becomes a Disabled
               Grantee if the Grantee becomes a Disabled  Grantee after November
               2 of a calendar year.

          (iv) A Retired Grantee may elect to defer the distribution date of the
               Retired   Grantee's   Restricted  Stock  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
               8(d)(iv),  the Retired  Grantee's Account shall be distributed in
               full on or before the fifth  anniversary of the Retired Grantee's
               Normal  Retirement).  An  Election  pursuant  to  this  Paragraph
               8(d)(iv)  must be filed with the Committee on or before the close
               of


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               business on the later of (x) the June 30 following  the Grantee's
               Normal  Retirement on or before May 1 of a calendar year, (y) the
               60th day following the Grantee's  Normal  Retirement  after May 1
               and before  November 2 of a calendar  year or (z) the December 31
               following the Grantee's  Normal  Retirement after November 1 of a
               calendar year.

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

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

9.   SECURITIES LAWS; TAXES

     (a) Securities  Laws. The Committee shall have the power to make each grant
of Awards under the Plan  subject to such  conditions  as it deems  necessary or
appropriate to comply with the  then-existing  requirements  of the 1933 Act and
the 1934 Act,  including Rule 16b-3. Such conditions may include the delivery by
the Grantee of an investment  representation  to the Company in connection  with
the lapse of  restrictions on Shares subject to an Award, or the execution of an
agreement by the Grantee to refrain  from selling or otherwise  disposing of the
Shares acquired for a specified period of time or on specified terms.

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

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

          (i)  In  connection  with  the  grant  of any  Award  or the  lapse of
               restrictions under any Award, the Company shall have the right to
               (A)  require  the  Grantee  to remit  to the  Company  an  amount
               sufficient to satisfy any federal, state and/or local withholding
               tax requirements prior to the


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               delivery or  transfer  of any  certificate  or  certificates  for
               Shares  subject to such  Award,  or (B) take any action  whatever
               that it deems  necessary to protect its interests with respect to
               tax liabilities. The Company's obligation to make any delivery or
               transfer  of  Shares  shall  be   conditioned  on  the  Grantee's
               compliance,  to the Company's satisfaction,  with any withholding
               requirement.

          (ii) Except as otherwise provided in this Paragraph 9(c)(ii),  any tax
               liabilities incurred in connection with grant of any Award or the
               lapse of  restrictions  under any Award  under the Plan  shall be
               satisfied by the  Company's  withholding  a portion of the Shares
               subject to such Award  having a fair market  value  approximately
               equal to the minimum  amount of taxes  required to be withheld by
               the Company under applicable law, unless otherwise  determined by
               the Committee  with respect to any Grantee.  Notwithstanding  the
               foregoing,  the  Committee  may  permit a Grantee to elect one or
               both of the  following:  (A) to have taxes  withheld in excess of
               the minimum  amount  required to be withheld by the Company under
               applicable law; provided that the Grantee certifies in writing to
               the Company at the time of such  election  that the Grantee  owns
               Other  Available  Shares  having a fair  market  value that is at
               least  equal  to the fair  market  value  to be  withheld  by the
               Company in payment of withholding taxes in excess of such minimum
               amount; and (B) to pay to the Company in cash all or a portion of
               the taxes to be withheld in  connection  with such grant or lapse
               of  restrictions.  In all cases,  the Shares so  withheld  by the
               Company  shall have a fair market  value that does not exceed the
               amount of taxes to be withheld  minus the cash  payment,  if any,
               made by the  Grantee.  The fair market value of such Shares shall
               be determined based on the last reported sale price of a Share on
               the  principal  exchange on which Shares are listed or, if not so
               listed,  on the NASDAQ Stock Market on the last trading day prior
               to the date of such grant or lapse of  restriction.  Any election
               pursuant to this Paragraph 9(c)(ii) must be in writing made prior
               to the date specified by the Committee, and in any event prior to
               the date the amount of tax to be withheld or paid is  determined.
               An election pursuant to this Paragraph  9(c)(ii) may be made only
               by a  Grantee  or, in the event of the  Grantee's  death,  by the
               Grantee's legal  representative.  No Shares withheld  pursuant to
               this Paragraph  9(c)(ii) shall be available for subsequent grants
               under the Plan. The Committee may add such other requirements and
               limitations   regarding  elections  pursuant  to  this  Paragraph
               9(c)(ii) as it deems appropriate.

10.  CHANGES IN CAPITALIZATION


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<PAGE>

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

11.  TERMINATING EVENTS

     The Committee shall give Grantees at least thirty (30) days' notice (or, if
not practicable,  such shorter notice as may be reasonably practicable) prior to
the anticipated date of the  consummation of a Terminating  Event. The Committee
may, in its  discretion,  provide in such notice that upon the  consummation  of
such  Terminating  Event,  any  restrictions  on  Restricted  Stock  (other than
Restricted  Stock that has previously  been forfeited)  shall be eliminated,  in
full or in part. Further, the Committee may, in its discretion,  provide in such
notice that  notwithstanding any other provision of the Plan or the terms of any
Election  made pursuant to Paragraph 8, upon the  consummation  of a Terminating
Event,  all Restricted Stock subject to an Election made pursuant to Paragraph 8
shall be transferred to the Grantee.

12.  AMENDMENT AND TERMINATION

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

13.  EFFECTIVE DATE

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


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<PAGE>


14.  GOVERNING LAW

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

                                   Executed as of the 15th day of December, 1998


                                   COMCAST CORPORATION




                                   BY: /s/ Stanley Wang


                                   ATTEST: /s/ Arthur R. Block


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