COMCAST CORPORATION

                              1996 CASH BONUS PLAN

     (Amended and Restated, Effective December 15, 1998)

     1.   PURPOSE

          The  purpose  of  the  Plan  is to  promote  the  ability  of  Comcast
Corporation  (the "Company") and its  Subsidiaries  (as defined below) to retain
and recruit employees and enhance the growth and profitability of the Company by
providing  the  incentive  of  short-term  and  long-term  cash bonus awards for
continued employment and the attainment of performance objectives.

     2.   DEFINITIONS

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

          (b) "Applicable  Percent" means the percentage  that  corresponds to a
Modified Target, as identified in Exhibit A.

          (c)  "Annual  Amount  at Risk"  means  the  amount  designated  by the
Committee  for each Plan Year as the  maximum  portion of the Award  payable for
such Plan Year, provided that the "Annual Amount at Risk" for the last Plan Year
of an Award shall not include the Last Year Amount at Risk.

          (d) "Award" or "Cash  Bonus  Award"  means a cash bonus award  granted
under the Plan.

          (e) "Award  Period" means the period  extending  from January 1 of the
first Plan Year for which there is an Annual Amount at Risk through  December 31
of the last Plan Year for which there is an Annual Amount at Risk.

          (f) "Base  Year"  means  1995,  except as  otherwise  provided  by the
Committee and provided in an Award.

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


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          (h) "C" means the Consolidated Operating Cash Flow of the Company, the
Cable Division or the Cellular Division, as applicable, for the Base Year.

          (i) "Cable Division" means the Company's cable television business, as
determined by the Committee in its sole discretion.

          (j)  "Cellular   Division"  means  the  Company's  cellular  telephone
business, as determined by the Committee in its sole discretion.

          (k)  "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.

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

          (m) "Company."

               (i) Except as otherwise provided in Paragraph 2(m)(ii), "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.

               (ii) For purposes of determining an Eligible Employee's employer,
"Company" means Comcast Corporation, a Pennsylvania corporation.

          (n) "Compounded  Annual Growth Rate" means the value  determined under
the following mathematical formula:

                      n
              C [(1+r) ]

where C, r and n have the definitions provided in this Paragraph 2 of the Plan.

          (o)   "Consolidated   Operating  Cash  Flow"  means  the  consolidated
operating income plus depreciation and amortization,  of the Company,  the Cable
Division or the Cellular Division, as applicable, for a Plan Year, as determined
by the Committee in accordance with generally accepted accounting principles. If
the results of operations of a business  acquired or disposed of after  December
31 of the Base Year would, under generally accepted  accounting  principles,  be
included  (in  the  case  of an  acquisition)  or  excluded  (in  the  case of a
disposition)  from the  consolidated  financial  statements of the Company,  the
Cable Division or the Cellular

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Division,  as applicable,  from the date of acquisition or disposition,  and, in
such event, the Committee  decides in its sole discretion that such inclusion or
exclusion will materially  affect the  comparability of such amount for the Plan
Year in  which  the  acquisition  or  disposition  occurs  and  each  Plan  Year
thereafter  to that  for the Base  Year,  then for the  purpose  of  determining
whether  the Target has been met for the Plan Year in which the  acquisition  or
disposition  occurs  and  each  Plan  Year  thereafter  only,  the  Consolidated
Operating  Cash Flow for the Base Year shall be  restated  to  account  for such
acquisition  or disposition as if it had occurred on January 1 of the Base Year,
using actual  historical  financial  information for the acquired or disposed of
business.  The  Committee may also decide in its sole  discretion  that an event
(such as a non-recurring  item or the results of a start-up or development stage
business) in a Plan Year will materially affect the comparability of the results
of  operations  for such Plan Year to that for the Base Year,  in which case the
Committee  may restate the results of  operations  for such Plan Year to make an
equitable adjustment thereto.

          (p) "Cumulative  Annual Amount at Risk" means,  for any Plan Year, the
sum of the Annual Amount at Risk for such Plan Year and each preceding Plan Year
in the Award Period.

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

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

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

          (t) "Last  Year  Amount at Risk"  means the amount  designated  by the
Committee  as the  portion  of the  Award at risk for the last  Plan Year in the
Award Period, provided that the "Last Year Amount at Risk" shall not include the
portion of the Award  designated  by the  Committee as the Annual Amount at Risk
for the such Plan Year.

          (u) "Modified  Target" means for any Plan Year  beginning  after 1996,
Consolidated  Operating  Cash Flow for the  Company,  the Cable  Division or the
Cellular  Division,  as applicable,  which equals or exceeds a percentage of the
Compounded Annual Growth Rate for such Plan Year as established by the Committee
for the Company,  the Cable  Division or the Cellular  Division,  as applicable;
provided  that  any  fractional  percentage  shall  be  rounded  to the  nearest
identified percentage.

          (v)  "n"  means  a value  applied  for  purposes  of  determining  the
Compounded  Annual  Growth  Rate for the  Company,  the  Cable  Division  or the
Cellular Division, as applicable, as follows:

               (i) for purposes of determining Compounded Annual Growth Rate for
the first Plan Year beginning after the Base Year, n = 1.

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               (ii) for purposes of  determining  Compounded  Annual Growth Rate
for the second Plan Year beginning after the Base Year, n = 2.

               (iii) for purposes of determining  Compounded  Annual Growth Rate
for the third Plan Year beginning after the Base Year, n = 3.

               (iv) for purposes of  determining  Compounded  Annual Growth Rate
for the fourth Plan Year beginning after the Base Year, n = 4.

               (v) for purposes of determining Compounded Annual Growth Rate for
the fifth Plan Year beginning after the Base Year, n = 5.

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

          (x) "Plan" means the Comcast  Corporation 1996 Cash Bonus Plan, as set
forth herein, and as amended from time to time.

          (y) "Plan Year" means the calendar year.

          (z) "r" means the  interest  rate  established  by the  Committee  for
purposes of determining the Compounded  Annual Growth Rate for the Company,  the
Cable Division or the Cellular Division, as applicable.

          (aa)  "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.

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

          (cc) "Target" means,  for any Plan Year beginning after the Base Year,
Consolidated  Operating  Cash Flow for the  Company,  the Cable  Division or the
Cellular Division, as applicable,  which equals or exceeds the Compounded Annual
Growth Rate for such Plan Year,  based on the  annualized  interest  rate,  "r,"
established by the Committee for the Company, the Cable Division or the Cellular
Division, as applicable.


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

               (i) the liquidation of the Sponsor; or

               (ii) a Change of Control.

          (ee) "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.

          (ff)  "Total  Annual  Amounts  at Risk"  means  the sum of the  Annual
Amounts at Risk for an Award.

     3.   RIGHTS TO BE GRANTED

          Rights that may be granted under the Plan are rights to cash payments,
payable in accordance with the terms of the Plan and the Award document.

     4.   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  Eligible  Employees  to whom  Awards  shall be
granted  under the Plan,  to determine the amount of cash to be paid pursuant to
each Award,  and, pursuant to the provisions of the Plan, to determine the terms
and conditions of each Award; and

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

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

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

          (d) Exculpation. No member of the Committee shall be personally liable
for  monetary  damages for any action taken or any failure to take any action in
connection  with  the  administration  of the  Plan or the  granting  of  Awards
thereunder unless (i) the member of

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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 4(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.

     5.   ELIGIBILITY

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

     6.   CASH BONUS 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 five years from
the date of adoption of the Plan by the Board.

          (b) Non-uniformity of Awards. The provisions of Awards need not be the
same with respect to each Grantee.

          (c) Awards and Agreements.  The terms of each Award shall be reflected
in an Award document in form and substance satisfactory to the Committee.

          (d)  Conditions to Payment of Awards.  The Committee  shall  establish
such conditions on the payment of a bonus pursuant to an Award as it may, in its
sole  discretion,  deem  appropriate.  The conditions  shall be set forth in the
Award document. The Award may provide for the payment of Awards in installments,
or upon the satisfaction of divisional or Company-wide  performance  targets, as
determined by the Committee.  The Committee may, in its sole discretion,  waive,
in whole or in part, any remaining  conditions to payment of a Grantee's  Award.
The  Grantee  shall not be  permitted  to sell,  transfer,  pledge or assign any
amount payable

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pursuant to the Plan or an Award  (provided  that the right to payment  under an
Award may pass by will or the laws of descent and distribution).

          (e) Termination of Grantee's Employment.

               (1) A transfer of an  Eligible  Employee  between two  employers,
each of which is the Company or a Subsidiary (a "Transfer"), shall not be deemed
a termination  of employment.  The Committee may grant Awards  pursuant to which
the  Committee  reserves  the right to  modify  the  calculation  of an Award in
connection  with a Transfer.  In general,  except as  otherwise  provided by the
Committee at the time an Award is granted or in connection with a Transfer, upon
the Transfer of a Grantee  between  divisions  while an Award is outstanding and
unexpired,  the  outstanding  Award  shall be treated as having  terminated  and
expired,  and a new Award shall be treated as having been made,  effective as of
the effective  date of the Transfer,  for the portion of the Award which had not
expired or been paid,  but subject to the  performance  and  payment  conditions
applicable  generally to Awards for Grantees who are employees of the transferee
division, all as shall be determined by the Committee in an equitable manner.

               (2) In the event that a Grantee  terminates  employment  with the
Company and its  Subsidiaries,  all Awards  remaining  subject to  conditions to
payment shall be forfeited by the Grantee and deemed canceled by the Company.

          (f) Time of Grant. Subject to Paragraph 11, and as further provided in
Paragraphs  7, 8, 9 and 10,  following  the  satisfaction  of the  conditions to
payment of an Award,  the  Company  shall pay the Grantee (or the person to whom
the  right  to  payment  may have  passed  by will or the  laws of  descent  and
distribution)   the  amount  payable  in  connection  with  the  lapse  of  such
restrictions.

     7.   CONDITIONS TO PAYMENT OF CASH BONUS AWARDS

          Except as otherwise  determined  by the  Committee and provided in the
terms of an Award:

          (a) The restrictions on the payment of Awards of Grantees  employed by
the Company shall be determined pursuant to Paragraph 8.

          (b) The  conditions  to the payment of Awards of Grantees  employed by
the Cable Division shall be determined pursuant to Paragraph 9.

          (c) The  conditions  to the payment of Awards of Grantees  employed by
the Cellular Division shall be determined pursuant to Paragraph 10.

     8.   CORPORATE TARGET AND CASH BONUS


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          (a) Amount of Cash  Bonus  Award.  The amount of an Award to  Eligible
Employees of the Company shall be determined by the Committee.

          (b) Target.  The Target for Eligible Employees of the Company shall be
met for each Plan Year beginning after the Base Year if  Consolidated  Operating
Cash Flow for the Company  equals or exceeds the  Compounded  Annual Growth Rate
for such Plan  Year,  where "r"  equals 12  percent  (0.12);  provided  that the
Modified Target and Applicable Percent for purposes of this Paragraph 8 shall be
determined in accordance with Exhibit A.

          (c)  Awards  with  Dates of  Grant  Before  July 1,  1996.  Except  as
otherwise determined by the Committee and provided in the terms of an Award, the
following  rules shall apply if the Date of Grant of the Award is before July 1,
1996.

               (i)  Payment of Cash Bonus  Award.  The Cash Bonus Award shall be
paid to a  Grantee  at the  following  times  if the  following  conditions  are
satisfied:

                    (v)  15  percent  of the  Award  shall be paid on or  before
                         March 15,  1997 if the  Target is met for the 1996 Plan
                         Year  and the  Grantee  is an  active  employee  of the
                         Company or a Subsidiary  continuously  from the Date of
                         Grant to December 31, 1996.

                    (w)  30 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "1997 Basic  Award")
                         shall be paid on or before March 15, 1998 if the Target
                         is met for the 1997  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1997; provided,  however,  that if a Modified Target is
                         met for the 1997 Plan Year, the  Applicable  Percent of
                         the 1997 Award shall be paid.

                    (x)  45 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "1998 Basic  Award")
                         shall be paid on or before March 15, 1999 if the Target
                         is met for the 1998  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1998; provided,  however,  that if a Modified Target is
                         met for the 1998 Plan Year, the  Applicable  Percent of
                         the 1998 Award shall be paid.

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                    (y)  60 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "1999 Basic  Award")
                         shall be paid on or before March 15, 2000 if the Target
                         is met for the 1999  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1999; provided,  however,  that if a Modified Target is
                         met for the 1999 Plan Year, the  Applicable  Percent of
                         the 1999 Award shall be paid.

                    (z)  75 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "2000 Basic  Award")
                         shall be paid on or before March 15, 2001 if the Target
                         is met for the 2000  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         2000; provided,  however,  that if a Modified Target is
                         met for the 2000 Plan Year, the  Applicable  Percent of
                         the 2000 Award shall be paid.

               (ii) Payment of Supplemental  Cash Bonus Award. If the Grantee is
an active employee of the Company or a Subsidiary  continuously from the Date of
Grant to December 31, 2000,  the Grantee shall be paid an additional  portion of
the Cash Bonus Award on or before March 15, 2001. Such additional portion of the
Cash Bonus Award shall be equal to the sum of the  following  amounts,  provided
that the amount  determined  under any of (v),  (w), (x), (y) or (z) below shall
not be less than zero.

                    (v)  5 percent  of the Award if the  Target  was met for the
                         1996 Plan Year or, if a Modified Target was met for the
                         1996 Plan Year, the Applicable  Percent of 5 percent of
                         the Award.

                    (w)  10 percent of the Award (less the amount  described  in
                         Paragraph  8(c)(ii)(v)) (the "1997 Supplemental Award")
                         if the  Target  was met for the 1997 Plan Year or, if a
                         Modified  Target  was met for the 1997 Plan  Year,  the
                         Applicable Percent of the 1997 Supplemental Award.

                    (x)  15  percent of the Award  (less the sum of the  amounts
                         described in Paragraphs 8(c)(ii)(v) and

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                         (w)) (the "1998 Supplemental  Award") if the Target was
                         met for the 1998 Plan Year or, if a Modified Target was
                         met for the 1998 Plan Year, the  Applicable  Percent of
                         the 1998 Supplemental Award.

                    (y)  20  percent of the Award  (less the sum of the  amounts
                         described in Paragraphs 8(c)(ii)(v),  (w) and (x)) (the
                         "1999  Supplemental  Award")  if the Target was met for
                         the 1999 Plan Year or, if a Modified Target was met for
                         the 1999 Plan Year, the Applicable  Percent of the 1999
                         Supplemental Award.

                    (z)  25  percent of the Award  (less the sum of the  amounts
                         described in Paragraphs 8(c)(ii)(v),  (w), (x) and (y))
                         (the "2000  Supplemental  Award") if the Target was met
                         for the 2000 Plan Year or, if a Modified Target was met
                         for the 2000 Plan Year, the  Applicable  Percent of the
                         2000 Supplemental Award.

          (d)  Awards  With  Dates  of Grant  After  June 30,  1996.  Except  as
otherwise determined by the Committee and provided in the terms of an Award, the
following  rules  shall apply if the Date of Grant of an Award is after June 30,
1996.

               (i) For the  first  Plan  Year in the Award  Period,  the  Annual
Amount  at Risk for such  Plan  Year  shall be paid on or  before  March 15 next
following such Plan Year if the Target is met for such Plan Year and the Grantee
is an active employee of the Company or a Subsidiary  continuously from the Date
of Grant to December 31 of such Plan Year; provided, however, that if a Modified
Target is met for such Plan Year, the Applicable Percent of the Annual Amount at
Risk for such Plan Year shall be paid.

               (ii) For each  succeeding  Plan  Year in the  Award  Period,  the
Cumulative  Annual Amount at Risk (less any portion of the Award previously paid
to the Grantee)  (the  "Succeeding  Plan Year Basic  Award") shall be paid on or
before March 15 next following such Plan Year if the Target is met for such Plan
Year and the  Grantee  is an active  employee  of the  Company  or a  Subsidiary
continuously from the Date of Grant to December 31 of such Plan Year;  provided,
however,  that if a Modified  Target is met for such  succeeding  Plan Year, the
Applicable Percent of the Succeeding Plan Year Basic Award shall be paid.

               (iii) If the  Grantee is an active  employee  of the Company or a
Subsidiary  continuously  from the Date of Grant to December 31 of the last Plan
Year in the

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Award Period,  the Grantee shall be paid an additional portion of the Cash Bonus
Award on or before March 15 of the next succeeding calendar year,  determined as
the sum of the following amounts:

                    (x)  A percentage of the Award if the Target was met for the
                         first Plan Year in the Award Period,  or, if a Modified
                         Target  was met for the  first  Plan  Year in the Award
                         Period, the Applicable Percent of such amount.

                    (y)  A percentage  of the Award (less the sum of the amounts
                         described in Paragraph  8(d)(iii)(x) and this Paragraph
                         8(d)(iii)(y)   for  all  preceding   Plan  Years)  (the
                         "Supplemental  Award")  if the  Target  was  met  for a
                         succeeding  Plan  Year  in the  Award  Period,  or if a
                         Modified  Target was met for such succeeding Plan Year,
                         the  Applicable  Percent  of  the  Supplemental  Award,
                         provided that the  applicable  amount for any Plan Year
                         shall not be less than zero.

                    (z)  The  portion  of the Award  assigned  to each Plan Year
                         pursuant to this Paragraph  8(d)(iii) shall be equal to
                         the  product of (i) the Last Year  Amount at Risk times
                         (ii) the quotient  obtained by dividing the  Cumulative
                         Annual  Amount  at Risk for such Plan Year by the Total
                         Annual Amounts at Risk.

     9.   CABLE DIVISION TARGET AND CASH BONUS

          (a) Amount of Cash  Bonus  Award.  The amount of an Award to  Eligible
Employees of the Cable Division shall be determined by the Committee.

          (b) Target.  The Target for Eligible  Employees of the Cable  Division
shall be met for each Plan Year  beginning  after the Base Year if  Consolidated
Operating  Cash Flow for the Cable  Division  equals or exceeds  the  Compounded
Annual  Growth  Rate for such Plan Year,  where "r"  equals 10  percent  (0.10);
provided that the Modified  Target and  Applicable  Percent for purposes of this
Paragraph 9 shall be determined in accordance with Exhibit A.

          (c)  Awards  with  Dates of  Grant  Before  July 1,  1996.  Except  as
otherwise determined by the Committee and provided in the terms of an Award, the
following  rules shall apply if the Date of Grant of the Award is before July 1,
1996.


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               (i)  Payment of Cash Bonus  Award.  The Cash Bonus Award shall be
paid to a  Grantee  at the  following  times  if the  following  conditions  are
satisfied:

                    (v)  15  percent  of the  Award  shall be paid on or  before
                         March 15,  1997 if the  Target is met for the 1996 Plan
                         Year  and the  Grantee  is an  active  employee  of the
                         Company or a Subsidiary  continuously  from the Date of
                         Grant to December 31, 1996.

                    (w)  30 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "1997 Basic  Award")
                         shall be paid on or before March 15, 1998 if the Target
                         is met for the 1997  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1997; provided,  however,  that if a Modified Target is
                         met for the 1997 Plan Year, the  Applicable  Percent of
                         the 1997 Award shall be paid.

                    (x)  45 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "1998 Basic  Award")
                         shall be paid on or before March 15, 1999 if the Target
                         is met for the 1998  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1998; provided,  however,  that if a Modified Target is
                         met for the 1998 Plan Year, the  Applicable  Percent of
                         the 1998 Award shall be paid.

                    (y)  60 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "1999 Basic  Award")
                         shall be paid on or before March 15, 2000 if the Target
                         is met for the 1999  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1999; provided,  however,  that if a Modified Target is
                         met for the 1999 Plan Year, the  Applicable  Percent of
                         the 1999 Award shall be paid.


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                    (z)  75 percent of the Award  (less any portion of the Award
                         previously  paid to Grantee)  (the "2000 Basic  Award")
                         shall be paid on or before March 15, 2001 if the Target
                         is met for the 2000  Plan  Year and the  Grantee  is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         2000; provided,  however,  that if a Modified Target is
                         met for the 2000 Plan Year, the  Applicable  Percent of
                         the 2000 Award shall be paid.

               (ii) Payment of Supplemental  Cash Bonus Award. If the Grantee is
an active employee of the Company or a Subsidiary  continuously from the Date of
Grant to December 31, 2000,  the Grantee shall be paid an additional  portion of
the Cash Bonus Award on or before March 15, 2001. Such additional portion of the
Cash Bonus Award shall be equal to the sum of the  following  amounts,  provided
that the amount  determined  under any of (v),  (w), (x), (y) or (z) below shall
not be less than zero.

                    (v)  5 percent  of the Award if the  Target  was met for the
                         1996 Plan Year or, if a Modified Target was met for the
                         1996 Plan Year, the Applicable  Percent of 5 percent of
                         the Award.

                    (w)  10 percent of the Award (less the amount  described  in
                         Paragraph  9(c)(ii)(v)) (the "1997 Supplemental Award")
                         if the  Target  was met for the 1997 Plan Year or, if a
                         Modified  Target  was met for the 1997 Plan  Year,  the
                         Applicable Percent of the 1997 Supplemental Award.

                    (x)  15  percent of the Award  (less the sum of the  amounts
                         described in Paragraphs 9(c)(ii)(v) and (w)) (the "1998
                         Supplemental Award") if the Target was met for the 1998
                         Plan Year or, if a Modified Target was met for the 1998
                         Plan  Year,   the   Applicable   Percent  of  the  1998
                         Supplemental Award.

                    (y)  20  percent of the Award  (less the sum of the  amounts
                         described in Paragraphs 9(c)(ii)(v),  (w) and (x)) (the
                         "1999  Supplemental  Award")  if the Target was met for
                         the 1999 Plan Year or, if a Modified Target was met for
                         the 1999 Plan Year, the

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                         Applicable Percent of the 1999 Supplemental Award.

                    (z)  25  percent of the Award  (less the sum of the  amounts
                         described in Paragraphs 9(c)(ii)(v),  (w), (x) and (y))
                         (the "2000  Supplemental  Award") if the Target was met
                         for the 2000 Plan Year or, if a Modified Target was met
                         for the 2000 Plan Year, the  Applicable  Percent of the
                         2000 Supplemental Award.

          (d)  Awards  With  Dates  of Grant  After  June 30,  1996.  Except  as
otherwise determined by the Committee and provided in the terms of an Award, the
following  rules  shall apply if the Date of Grant of an Award is after June 30,
1996.

               (i) For the  first  Plan  Year in the Award  Period,  the  Annual
Amount  at Risk for such  Plan  Year  shall be paid on or  before  March 15 next
following such Plan Year if the Target is met for such Plan Year and the Grantee
is an active employee of the Company or a Subsidiary  continuously from the Date
of Grant to December 31 of such Plan Year; provided, however, that if a Modified
Target is met for such Plan Year, the Applicable Percent of the Annual Amount at
Risk for such Plan Year shall be paid.

               (ii) For each  succeeding  Plan  Year in the  Award  Period,  the
Cumulative  Annual Amount at Risk (less any portion of the Award previously paid
to the Grantee)  (the  "Succeeding  Plan Year Basic  Award") shall be paid on or
before March 15 next following such Plan Year if the Target is met for such Plan
Year and the  Grantee  is an active  employee  of the  Company  or a  Subsidiary
continuously from the Date of Grant to December 31 of such Plan Year;  provided,
however,  that if a Modified  Target is met for such  succeeding  Plan Year, the
Applicable Percent of the Succeeding Plan Year Basic Award shall be paid.

               (iii) If the  Grantee is an active  employee  of the Company or a
Subsidiary  continuously  from the Date of Grant to December 31 of the last Plan
Year in the Award Period, the Grantee shall be paid an additional portion of the
Cash Bonus Award on or before  March 15 of the next  succeeding  calendar  year,
determined as the sum of the following amounts:

                    (x)  A percentage of the Award if the Target was met for the
                         first Plan Year in the Award Period,  or, if a Modified
                         Target  was met for the  first  Plan  Year in the Award
                         Period, the Applicable Percent of such amount.


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                    (y)  A percentage  of the Award (less the sum of the amounts
                         described in Paragraph  9(d)(iii)(x) and this Paragraph
                         9(d)(iii)(y)   for  all  preceding   Plan  Years)  (the
                         "Supplemental  Award")  if the  Target  was  met  for a
                         succeeding  Plan  Year  in the  Award  Period,  or if a
                         Modified  Target was met for such succeeding Plan Year,
                         the  Applicable  Percent  of  the  Supplemental  Award,
                         provided that the  applicable  amount for any Plan Year
                         shall not be less than zero.

                    (z)  The  portion  of the Award  assigned  to each Plan Year
                         pursuant to this Paragraph  9(d)(iii) shall be equal to
                         the  product of (i) the Last Year  Amount at Risk times
                         (ii) the quotient  obtained by dividing the  Cumulative
                         Annual  Amount  at Risk for such Plan Year by the Total
                         Annual Amounts at Risk.

     10.  CELLULAR DIVISION TARGET AND CASH BONUS

          (a) Amount of Cash  Bonus  Award.  The amount of an Award to  Eligible
Employees of the Cellular Division shall be determined by the Committee.

          (b) Target. The Target for Eligible Employees of the Cellular Division
shall be met for each Plan Year  beginning  after the Base Year if  Consolidated
Operating Cash Flow for the Cellular  Division  equals or exceeds the Compounded
Annual  Growth  Rate for such Plan Year,  where "r"  equals 15  percent  (0.15);
provided that the Modified  Target and  Applicable  Percent for purposes of this
Paragraph 10 shall be determined in accordance with Exhibit A.

          (c)  Awards  with  Dates of  Grant  Before  July 1,  1996.  Except  as
otherwise determined by the Committee and provided in the terms of an Award, the
following  rules  shall apply if the Date of Grant of an Award is before July 1,
1996.

               (i) Payment of Cash Bonus Award - Performance  Target  Condition.
Half of the Cash Bonus Award  (hereinafter,  the "Cellular  Performance  Award")
shall be subject to service  and  performance  conditions.  If the Grantee is an
active  employee of the Company or a  Subsidiary  continuously  from the Date of
Grant  to  December  31,  2000,  the  Grantee  shall  be paid all or part of the
Cellular Performance Award on or before March 15, 2001. The Cellular Performance
Award  shall be equal to the sum of the  following  amounts,  provided  that the
amount determined under any of (v), (w), (x), (y) or (z) below shall not be less
than zero.

                    (v)  20 percent  of the  Cellular  Performance  Award if the
                         Target was met for the 1996 Plan Year or, if a

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<PAGE>

                         Modified  Target  was met for the 1996 Plan  Year,  the
                         Applicable  Percent  of  20  percent  of  the  Cellular
                         Performance Award.

                    (w)  40 percent of the Cellular  Performance Award (less the
                         amount described in Paragraph  10(c)(i)(v))  (the "1997
                         Cellular  Performance Award") if the Target was met for
                         the 1997 Plan Year or, if a Modified Target was met for
                         the 1997 Plan Year, the Applicable  Percent of the 1997
                         Cellular Performance Award.

                    (x)  60 percent of the Cellular  Performance Award (less the
                         sum of the amounts described in Paragraphs  10(c)(i)(v)
                         and (w)) (the "1998 Cellular Performance Award") if the
                         Target was met for the 1998 Plan Year or, if a Modified
                         Target was met for the 1998 Plan Year,  the  Applicable
                         Percent of the 1998 Cellular Performance Award.

                    (y)  80 percent of the Cellular  Performance Award (less the
                         amounts  described in Paragraphs  10(c)(i)(v),  (w) and
                         (x)) (the  "1999  Cellular  Performance  Award") if the
                         Target was met for the 1999 Plan Year or, if a Modified
                         Target was met for the 1999 Plan Year,  the  Applicable
                         Percent of the 1999 Cellular Performance Award.

                    (z)  100 percent of the Cellular Performance Award (less the
                         amounts described in Paragraphs  10(c)(i)(v),  (w), (x)
                         and (y)) (the "2000 Cellular Performance Award") if the
                         Target was met for the 2000 Plan Year or, if a Modified
                         Target was met for the 2000 Plan Year,  the  Applicable
                         Percent of the 2000 Cellular Performance Award.

               (ii) Payment of Cash Bonus Award - Service Condition. Half of the
Cash Bonus Award (hereinafter, the "Cellular Service Award") shall be subject to
service conditions, and shall be paid to a Grantee at the following times if the
following conditions are satisfied:

                    (v)  20 percent of the Cellular  Service Award shall be paid
                         on or before February 29, 1996.

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                    (w)  20 percent of the Cellular  Service Award shall be paid
                         on or before  February  28,  1998 if the  Grantee is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1997.

                    (x)  20 percent of the Cellular  Service Award shall be paid
                         on or before  February  28,  1999 if the  Grantee is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1998.

                    (y)  20 percent of the Cellular  Service Award shall be paid
                         on or before  February  29,  2000 if the  Grantee is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         1999.

                    (z)  20 percent of the Cellular  Service Award shall be paid
                         on or before  February  28,  2001 if the  Grantee is an
                         active   employee  of  the  Company  or  a   Subsidiary
                         continuously  from the Date of  Grant to  December  31,
                         2000.

          (d)  Awards  With  Dates  of Grant  After  June 30,  1996.  Except  as
otherwise determined by the Committee and provided in the terms of an Award, the
following  rules  shall apply if the Date of Grant of an Award is after June 30,
1996.

               (i) Payment of Cash Bonus Award - Performance Target. Half of the
Cash Bonus  Award  (hereinafter,  the  "Cellular  Performance  Award")  shall be
subject to  service  and  performance  conditions.  If the  Grantee is an active
employee of the Company or a Subsidiary  continuously  from the Date of Grant to
December 31 of the last Plan Year in the Award Period, the Grantee shall be paid
all or part of the Cellular  Performance Award on or before March 15 of the next
succeeding  calendar year. The Cellular  Performance Award shall be equal to the
sum of the following amounts:

                    (x)  A percentage of the Award if the Target was met for the
                         first Plan Year in the Award Period,  or, if a Modified
                         Target  was met for the  first  Plan  Year in the Award
                         Period, the Applicable Percent of such amount.


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                    (y)  A percentage  of the Award (less the sum of the amounts
                         described in Paragraph  10(d)(i)(x)  and this Paragraph
                         10(d)(i)(y)   for  all   preceding   Plan  Years)  (the
                         "Performance Award Amount") if the Target was met for a
                         succeeding  Plan  Year  in the  Award  Period,  or if a
                         Modified  Target was met for such succeeding Plan Year,
                         the  Applicable   Percent  of  such  Performance  Award
                         Amount,  provided  that the  applicable  amount for any
                         Plan Year shall not be less than zero.

                    (z)  The  portion  of the Award  assigned  to each Plan Year
                         pursuant to this  Paragraph  10(d)(i) shall be equal to
                         the  "Cumulative   Cellular   Performance  Award."  For
                         purposes   of  this   Paragraph   10(d)(i),   the  term
                         "Cumulative   Cellular  Performance  Award"  means  the
                         product  of the  Cellular  Performance  Award  times  a
                         fraction,  the  numerator  of  which is the  value  "n"
                         assigned to such Plan Year pursuant to Paragraph  2(v),
                         and the  denominator  of which is the  total  number of
                         Plan Years in the Award Period.

               (ii) Payment of Cash Bonus Award - Service Condition. Half of the
Cash Bonus Award (hereinafter, the "Cellular Service Award") shall be subject to
service conditions, and shall be paid to a Grantee at the following times if the
following  conditions  are  satisfied,  provided  that no  payment of a Cellular
Service  Award  shall be made  unless the Grantee  shall have  delivered  to the
Company a duly executed employment agreement in form and substance  satisfactory
to the Company:

                    (w)  A  percentage  of the Cellular  Service  Award shall be
                         paid as soon as  reasonably  practicable  following the
                         Date of Grant.

                    (x)  A  percentage  of the Cellular  Service  Award shall be
                         paid on or before the last day of February of the third
                         Plan Year in the Award  Period,  if any, if the Grantee
                         is an active  employee of the  Company or a  Subsidiary
                         continuously  from the Date of Grant to  December 31 of
                         the second Plan Year in the Award Period.

                    (y)  A  percentage  of the Cellular  Service  Award shall be
                         paid on or before the last day of February of each

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                         succeeding  Plan Year in the Award  Period,  if any, if
                         the  Grantee is an active  employee of the Company or a
                         Subsidiary  continuously  from  the  Date of  Grant  to
                         December 31 of the Plan Year preceding such  succeeding
                         Plan Year in the Award Period.

                    (z)  The  percentage of the Cellular  Service Award assigned
                         to each Plan Year pursuant to this Paragraph  10(d)(ii)
                         shall be equal to the quotient obtained by dividing the
                         Cellular  Service  Award by the number of Plan Years in
                         the Award Period.

     11.  TAXES

          The Company shall withhold the amount of any federal,  state, local or
other tax, charge or assessment  attributable to the grant of any Award or lapse
of restrictions under any Award as it may deem necessary or appropriate,  in its
sole discretion.

     12.  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 remaining conditions to payment of a
Grantee's Award shall be waived, in whole or in part.

     13.  AMENDMENT AND TERMINATION

          The Plan may be  terminated by the Board or the Committee 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.

     14.  EFFECTIVE DATE

          The effective  date of this  amendment and  restatement of the Plan is
December 15,  1998,  the date on which it was adopted by the  Committee.  To the
extent  provided  by the  Committee,  the  rules of the  Plan,  as  amended  and
restated,  shall apply to the  determination  of payments to be made pursuant to
the Plan on and after the effective  date of this  amendment and  restatement of
the Plan.


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     15.  GOVERNING LAW

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


                                     Executed this 15th day of December, 1998.


                                     COMCAST CORPORATION



                                     BY: /s/ Stanley Wang



                                     ATTEST: /s/ Arthur R. Block


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                          EXHIBIT A


         Applicable Percents and Modified Targets


Achievement Range                          Percent Vested

     100%                                       100%
   95 - 99%                                      95%
   90 - 94%                                      90%
   85 - 89%                                      80%
   80 - 84%                                      70%
   75 - 79%                                      50%
   70 - 74%                                      30%
less than 70%                                     0%






                                      -21-