COMCAST CORPORATION
                         1996 DEFERRED COMPENSATION PLAN

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

     1. ESTABLISHMENT OF PLAN

     COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates
the Comcast Corporation 1996 Deferred Compensation Plan (the "Plan"),  effective
as of December 15, 1998.  The Plan was adopted  effective as of August 15, 1996,
to permit  outside  directors  and  eligible  employees  to defer the receipt of
compensation  otherwise payable to such outside directors and eligible employees
in  accordance  with the terms of the Plan.  The Plan is a  continuation  of the
Prior Plan,  which was initially  effective as of February 12, 1974. The Plan is
unfunded  and is  maintained  primarily  for the purpose of  providing  deferred
compensation to outside  directors and to a select group of management or highly
compensated employees.

     2. DEFINITIONS

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

     2.2 "Active Participant" means:

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

          2.2.2     Each Participant who is actively employed by a Participating
                    Company as an Eligible Employee.

     2.3 "Administrator" means the Committee.

     2.4 "Affiliate"  means, with respect to any Person,  any other Person that,
directly or  indirectly,  is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition,  the term "control,"
including its correlative terms "controlled by" and "under common control with,"
mean, with respect to any Person, the possession, directly or indirectly, of the
power to direct or cause the direction of the management

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and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

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

     2.6 "Applicable Interest Rate" means:

          2.6.1     Except  as  otherwise   provided  in  Section   2.6.2,   the
                    Applicable  Interest  Rate means 12% per  annum,  compounded
                    annually as of the last day of the Plan Year.

          2.6.2     Except to the extent  otherwise  required  by  Section  9.2,
                    effective  for the  period  extending  from a  Participant's
                    employment  termination  date to the date the  Participant's
                    Account is distributed in full,  the  Administrator,  in its
                    sole discretion, may designate the term "Applicable Interest
                    Rate" for such  Participant's  Account to mean the lesser of
                    (1) the rate in effect under  Section 2.6.1 or (2) the Prime
                    Rate plus one  percent,  compounded  annually as of the last
                    day of the Plan Year.  Notwithstanding  the  foregoing,  the
                    Administrator  may delegate its  authority to determine  the
                    Applicable  Interest  Rate  under this  Section  2.6.2 to an
                    officer of the Company or committee of two or more  officers
                    of the Company.

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

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

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

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

     2.11  "Company  Stock" means  Comcast  Corporation  Class A Special  Common
Stock, par value, $1.00,  including a fractional share, or such other securities
issued by Comcast


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Corporation  as may be the  subject to  adjustment  in the event that  shares of
Company  Stock are changed into or exchanged  for a different  number or kind of
shares of stock or other  securities  of the Company,  whether  through  merger,
consolidation, reorganization,  recapitalization, stock dividend, stock split-up
or other substitution of securities of the Company. In such event, the Committee
shall make  appropriate  equitable  anti-dilution  adjustments to the number and
class of hypothetical shares of Company Stock credited to Participants' Accounts
under the Company Stock Fund.  Any reference to the term "Company  Stock" in the
Plan shall be a reference to the appropriate number and class of shares of stock
as adjusted  pursuant to this Section 2.12. The Committee's  adjustment shall be
effective and binding for all purposes of the Plan.

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

     2.13 "Compensation" means:

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

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

     2.14 "Deceased Participant" means:

          2.14.1    A  Participant  whose  employment,  or,  in  the  case  of a
                    Participant who was an Outside Director, a Participant whose
                    service as an Outside Director, is terminated by death; or

          2.14.2    An Inactive  Participant  who dies following  termination of
                    active service.

     2.15 "Disabled Participant" means:

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


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          2.15.2    An Inactive  Participant who becomes disabled (as determined
                    by the Committee)  following  termination of active service;
                    or

          2.15.3    The duly-appointed legal guardian of an individual described
                    in  Section  2.15.1  or  2.15.2  acting  on  behalf  of such
                    individual.

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

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

          2.16.2    Designate  the time that part or all of the Account shall be
                    distributed; and

          2.16.3    Designate the manner in which income,  gains and losses will
                    be credited to the Account.

     2.17 "Eligible Employee" means:

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

          2.17.2    Each  employee  of a  Participating  Company who was, at any
                    time before January 1, 1995,  eligible to participate in the
                    Prior Plan and whose  Annual  Rate of Pay is $90,000 or more
                    as of both (1) the date on which an Election with respect to
                    the deferral of Compensation is filed with the Administrator
                    and (2) the first day of each calendar year beginning  after
                    December 31, 1994.

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

          2.17.4    Each New Key Employee.

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

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     2.18 "Fair Market Value."

          2.18.1    If shares of Company  Stock are listed on a stock  exchange,
                    Fair  Market  Value  shall be  determined  based on the last
                    reported sale price of a Share on the principal  exchange on
                    which Shares are listed on the last trading day prior to the
                    date of determination; or

          2.18.2    If shares of Company Stock are not so listed,  but trades of
                    Shares are reported on the Nasdaq National Market,  the last
                    quoted sale price of a share on the Nasdaq  National  Market
                    on the last trading day prior to the date of determination.

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

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

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

     2.21  "Hardship"  means a  Participant's  serious  financial  hardship,  as
determined by the Board on a uniform and nondiscriminatory basis pursuant to the
Participant's request under Section 7.3.

     2.22 "Inactive  Participant"  means each  Participant  who is not in active
service as an Outside  Director and is not actively  employed by a Participating
Company.

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

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

     2.25 "New Key  Employee"  means each  employee of a  Participating  Company
hired on or after  August 15, 1996 whose  annual rate of pay on his date of hire
is $125,000 or more.


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     2.26 "Normal Retirement" means:

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

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

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

     2.28 "Parent Company" means all corporations that, at the time in question,
are parent  corporations  of the Company within the meaning of section 424(e) of
the Code.

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

     2.30 "Participating Company" means:

          2.30.1    the Company;

          2.30.2    Comcast Cable Communications, Inc. and its subsidiaries;

          2.30.3    Comcast Cellular Communications, Inc. and its subsidiaries;

          2.30.4    Comcast International Holdings, Inc.;

          2.30.5    Comcast UK Cable Partners Consulting, Inc.;

          2.30.6    Comcast Online Communications, Inc.;

          2.30.7    Comcast Satellite Communications, Inc.;

          2.30.8    Comcast Telephony Communications, Inc. and its subsidiaries;
                    and

          2.30.9    any  other  entities  identified  in the  discretion  of the
                    Subcommittee.


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

     2.32 "Plan" means the Comcast Corporation 1996 Deferred  Compensation Plan,
as set forth herein, and as may be amended from time to time.

     2.33 "Plan Year" means the calendar year.

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

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

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

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

          2.37.1    Ralph J. Roberts;

          2.37.2    A lineal descendant of Ralph J. Roberts; or

          2.37.3    A trust  established  for the  benefit  of any of  Ralph  J.
                    Roberts  and/or a lineal  descendant or descendants of Ralph
                    J. Roberts.

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

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

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

          2.40.1    The liquidation of the Company; or

          2.40.2    A Change of Control.


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     2.41  "Third   Party"  means  any  Person,   together  with  such  Person's
Affiliates,  provided that the term "Third Party" shall not include the Company,
an Affiliate of the Company or any member or members of the Roberts Family.

     3. ELECTION TO DEFER COMPENSATION

     3.1 Elections.  Each Outside Director and Eligible  Employee shall have the
right to defer all or any portion of the  Compensation  (including  bonuses,  if
any)  which he or she  shall  receive  in the  following  Plan Year by filing an
Election at the time and in the manner  described  in this  Article 3;  provided
that  Severance  Pay shall be included as  "Compensation"  for  purposes of this
Section  3.1  only to the  extent  permitted  by the  Administrator  in its sole
discretion. The amount of Compensation deferred by a Participant for a Plan Year
pursuant to an Election shall be withheld on a pro-rata basis from each periodic
installment  payment  of the  Participant's  Compensation  for the Plan Year (in
accordance with the general pay practices of the Participating  Companies),  and
credited to the Participant's  Account in accordance with Section 5.1. Except to
the extent permitted by the  Administrator  in its sole discretion,  no Election
filed by a Former Eligible Employee shall be valid or effective.

     3.2 Filing of  Elections.  An  Election  to defer all or any portion of the
Compensation  payable for the performance of services as an Outside  Director or
as an Eligible  Employee shall be made on the form provided by the Administrator
for this purpose.  Except as provided in Section 3.3, no such Election  shall be
effective  unless it is filed with the  Administrator  on or before the close of
business on December  31 of the Plan Year  preceding  the Plan Year to which the
Election applies.

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

     3.4 Plan Years to which  Elections  May Apply.  A separate  Election may be
made for each Plan Year as to which an Outside  Director  or  Eligible  Employee
desires to defer all or any portion of his or her Compensation,  but the failure
of an Outside  Director  or Eligible  Employee to make an Election  for any Plan
Year shall not affect such  Employee's  right to make an Election  for any other
Plan Year.

     3.5 Election of Distribution Date. Each Participant who elects to defer all
or any  portion  of his or her  Compensation  for any Plan  Year  shall,  on the
Election,  also elect the time of payment and form of distribution of the amount
of the deferred Compensation to which the particular Election relates; provided,
however, that, subject to acceleration pursuant to


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Section  3.6.3,  Section  3.6.4,  Section  7.1,  Section 7.2 or Section  7.3, no
distribution  may commence  earlier than January 2nd of the second calendar year
beginning after the date the Election is filed with the Administrator, nor later
than  January 2nd of the eleventh  calendar  year  beginning  after the date the
Election is filed with the Administrator.  Each Participant may select a form of
distribution in accordance with Article 4.

     3.6 Designation of Payment Date.

          3.6.1     The designation of the time for  distribution of benefits to
                    begin under the Plan may vary with each  separate  Election,
                    provided that except as otherwise  provided in Section 3.6.3
                    or 3.6.4, no portion of a  Participant's  Account subject to
                    distribution  in  installments  pursuant to Section 4.1.2 or
                    Section  4.1.3 may be  deferred  to a later  date after such
                    distribution has begun.

          3.6.2     Each  Active  Participant  who  has  previously  elected  to
                    receive a distribution of part or all of his or her Account,
                    or who, pursuant to this Section 3.6.2, has elected to defer
                    payment for an additional period from the originally-elected
                    payment date,  may elect to change the form of  distribution
                    or defer the time of payment  of such  amount to begin for a
                    minimum  of one and a maximum of ten  additional  years from
                    the  previously-elected  payment date, by filing an Election
                    with the Administrator on or before the close of business on
                    June 30 of the Plan  Year  preceding  the Plan Year in which
                    the distribution  would otherwise be made,  provided that an
                    Election  applicable  to the 1997  Plan  Year  shall  not be
                    effective  unless it is filed with the  Administrator  on or
                    before the close of business on October 15, 1996.

          3.6.3     A Deceased  Participant's  estate or beneficiary to whom the
                    right to payment  under the Plan shall have passed may elect
                    to  change  the  form  of  distribution  from  the  form  of
                    distribution  that  payment  of the  Deceased  Participant's
                    Account would otherwise be made, and

                    3.6.3.1   Defer  the  time  of  payment   of  the   Deceased
                              Participant's  Account  to begin for a minimum  of
                              one  additional  year from the date payment  would
                              otherwise  begin  (provided that if an Election is
                              made  pursuant  to  this  Section   3.6.3.1,   the
                              Deceased    Participant's    Account    shall   be
                              distributed   in  full  on  or  before  the  fifth
                              anniversary of the Deceased  Participant's death);
                              or


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                    3.6.3.2   Accelerate  the time of payment of such  amount to
                              begin from the date  payment  would  otherwise  be
                              made to January 2nd of the calendar year beginning
                              after the Deceased Participant's death.

                    An  Election  pursuant to this  Section  3.6.3 must be filed
                    with the Administrator on or before the close of business on
                    (i) the  June 30  following  the  Participant's  death on or
                    before May 1 of a calendar year, (ii) the 60th day following
                    the Participant's death after May 1 and before November 2 of
                    a  calendar  year or (iii) the  December  31  following  the
                    Participant's  death  after  November 1 of a calendar  year.
                    Such estate or beneficiary, as applicable, shall be entitled
                    to one and only one Election  pursuant to this Section 3.6.3
                    with respect to a Participant's Account, but shall otherwise
                    be treated as the  Participant for all other purposes of the
                    Plan.

          3.6.4     A Disabled Participant may elect to:

                    3.6.4.1   Change the form of  distribution  from the form of
                              distribution   that   payment   of  the   Disabled
                              Participant's Account would otherwise be made; and

                    3.6.4.2   Accelerate  the time of  payment  of the  Disabled
                              Participant's  Account  to  begin  from  the  date
                              payment would  otherwise be made to January 2nd of
                              the calendar year beginning  after the Participant
                              became disabled.

                    An  Election  pursuant to this  Section  3.6.4 must be filed
                    with the Administrator on or before the close of business on
                    the  later  of (i)  the  June  30  following  the  date  the
                    Participant   becomes   a   Disabled   Participant   if  the
                    Participant becomes a Disabled  Participant on or before May
                    1 of a calendar  year,  (ii) the 60th day following the date
                    the  Participant  becomes  a  Disabled  Participant  if  the
                    Participant  becomes a Disabled  Participant after May 1 and
                    before  November 2 of a calendar  year or (iii) the December
                    31  following  the date the  Participant  becomes a Disabled
                    Participant   if  the   Participant   becomes   a   Disabled
                    Participant after November 1 of a calendar year.

          3.6.5     A Retired Participant may elect to:


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                    3.6.5.1   Change the form of  distribution  from the form of
                              distribution   that   payment   of   the   Retired
                              Participant's Account would otherwise be made, and

                    3.6.5.2   Defer  the  time  of   payment   of  the   Retired
                              Participant's  Account  to begin for a minimum  of
                              one  additional  year from the date payment  would
                              otherwise  begin  (provided that if an Election is
                              made pursuant to this Section 3.6.5.2, the Retired
                              Participant's Account shall be distributed in full
                              on or before the fifth  anniversary of the Retired
                              Participant's Normal Retirement).

                    An  Election  pursuant to this  Section  3.6.5 must be filed
                    with the Administrator on or before the close of business on
                    the  later of (i) the June 30  following  the  Participant's
                    Normal  Retirement  on or before May 1 of a  calendar  year,
                    (ii)  the  60th  day  following  the  Participant's   Normal
                    Retirement  after May 1 and before  November 2 of a calendar
                    year or (iii) the  December  31  following  a  Participant's
                    Normal Retirement after November 1 of a calendar year.

          3.6.6     Except  as  provided  in  Section  3.6.4,  Section  3.6.5 or
                    Section 3.6.7, or if permitted by the  Administrator  in its
                    sole discretion  pursuant to this Section 3.6.6, no Inactive
                    Participant   who  has  previously   elected  to  receive  a
                    distribution  of  part or all of his  her  Account,  or who,
                    pursuant to this Section 3.6.6, has elected to defer payment
                    for an additional period from the originally elected payment
                    date,  may elect to defer the  payment of such amount to any
                    subsequent  date. An Inactive  Participant,  if permitted by
                    the Administrator in its sole discretion, may elect to defer
                    the  payment  of  such  amount  for a  minimum  of one and a
                    maximum of ten additional years from the  previously-elected
                    payment date,  but not later than the date  permitted by the
                    Administrator,  by filing an Election with the Administrator
                    on or before  the close of  business  on June 30 of the Plan
                    Year preceding the Plan Year in which the distribution would
                    otherwise be made.

          3.6.7     Except as provided  in Section  3.6.4 or Section  3.6.6,  no
                    Grandfathered  Participant  who has  previously  elected  to
                    receive a distribution of part or all of his or her Account,
                    or who,  pursuant to this  Section 3.6, has elected to defer
                    payment for an additional period from the originally-elected
                    payment date,  may elect to defer the payment of such amount
                    to any subsequent date.


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          3.6.8     Subject to acceleration  pursuant to Section 3.6.3,  Section
                    3.6.4,   Section  7.1,   Section  7.2  or  Section  7.3,  no
                    distribution  of the amounts  deferred by a Participant  for
                    any  Plan  Year  shall  be  made  before  the  payment  date
                    designated by the  Participant  on the most  recently  filed
                    Election with respect to such deferred amounts. Distribution
                    of the amounts  deferred for any Plan Year by a  Participant
                    (other  than a  Grandfathered  Participant  and an  Inactive
                    Participant  who makes an Election  under Section 3.6.5) who
                    ceases  to be an  Active  Participant  shall  be made on the
                    payment  date  designated  by the  Participant  on the  last
                    Election filed with respect to such deferred  amounts before
                    the Participant ceased to be an Active Participant.

     3.7  Distribution in Full Upon  Terminating  Event.  The Company shall give
Participants  at least  thirty (30) days' notice (or, if not  practicable,  such
shorter notice as may be reasonably  practicable)  prior to the anticipated date
of  the  consummation  of  a  Terminating  Event.  The  Committee  may,  in  its
discretion,  provide in such notice that  notwithstanding any other provision of
the Plan or the terms of any Election,  upon the  consummation  of a Terminating
Event, the Account balance of each Participant shall be distributed in full.

     4. FORMS OF DISTRIBUTION

     4.1  Forms  of  Distribution.  Amounts  credited  to an  Account  shall  be
distributed,  pursuant  to an  Election,  from  among  the  following  forms  of
distribution:

          4.1.1     A lump sum payment.

          4.1.2     Substantially equal annual installments over a five (5), ten
                    (10) or fifteen (15) year period.

          4.1.3     Substantially  equal monthly  installments over a period not
                    exceeding fifteen (15) years.

Notwithstanding  any  Election  to  the  contrary,   distributions  pursuant  to
Elections  made after  December 10, 1996 shall be made in the form of a lump sum
payment unless the portion of a  Participant's  Account  subject to distribution
pursuant to Section 4.1.2 or Section 4.1.3,  as of both the date of the Election
and the benefit commencement date, is more than $10,000.

     4.2  Valuation of Account For Purposes of  Distribution.  The amount of any
distribution  made  pursuant  to Section  4.1 shall be based on the value of the
Participant's   Account  on  the  date  of   distribution   and  the  applicable
distribution  period.  For this purpose,  the value of a  Participant's  Account
shall be calculated by crediting income, gains and losses under the

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Company  Stock  Fund  and the  Income  Fund,  as  applicable,  through  the date
immediately preceding the date of distribution.

     5. BOOK ACCOUNTS

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

     5.2 Crediting of Income, Gains and Losses on Accounts.

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

          5.2.2     Investment Fund Elections.

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

                    5.2.2.2   An  investment  fund  Election  shall  continue in
                              effect until revoked or superseded,  provided that
                              notwithstanding  any  investment  fund Election to
                              the  contrary,   as  of  the  valuation  date  (as
                              determined under Section 4.2) for the distribution
                              of all or any portion of a  Participant's  Account
                              that is  subject  to  distribution  in the form of
                              installments  described in Section 4.1.2 or 4.1.2,
                              such Account, or portion thereof,  shall be deemed
                              invested in the Income Fund (and  transferred from
                              the Company  Stock Fund to the Income Fund, to the
                              extent  necessary) until such Account,  or portion
                              thereof, is distributed in full.


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<PAGE>

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

                    5.2.2.4   Investment fund Elections under this Section 5.2.2
                              shall be  effective  as of the  first  day of each
                              Plan Year  beginning on and after January 1, 1997,
                              provided  that  the  election  is  filed  with the
                              Committee  on or before the close of  business  on
                              December 31 of the Plan Year  preceding  such Plan
                              Year.  An  Active  Participant  may  only  make an
                              investment  fund  Election  with  respect  to  the
                              Participant's  accumulated  Account as of December
                              31,  and not with  respect to  Compensation  to be
                              deferred for a Plan Year.

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

                    5.2.2.6   If a Participant  ceases to continue in service as
                              an Active Participant,  then,  notwithstanding any
                              Election  to  the  contrary,   such  Participant's
                              Account  shall be deemed  invested  in the  Income
                              Fund,  effective  as  of  the  first  day  of  any
                              calendar  year  beginning  after such  Participant
                              ceases  to   continue  in  service  as  an  Active
                              Participant.

          5.2.3     Timing of  Credits.  Compensation  deferred  pursuant to the
                    Plan shall be deemed invested in the Income Fund on the date
                    such  Compensation  would otherwise have been payable to the
                    Participant.  Accumulated  Account  balances  subject  to an
                    investment fund Election under Section 5.2.2 shall be deemed
                    invested  in  the  applicable  investment  fund  as  of  the
                    effective date of such Election. The value of amounts deemed
                    invested  in the  Company  Stock  Fund  shall  be  based  on
                    hypothetical  purchases  and sales of Company  Stock at Fair
                    Market  Value  as of the  effective  date  of an  investment
                    Election.


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<PAGE>

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

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

     6. NON-ASSIGNABILITY, ETC.

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

     7. DEATH OR DISABILITY OF PARTICIPANT

     7.1  Death  of  Participant.  A  Deceased  Participant's  Account  shall be
distributed  in  accordance   with  the  last  Election  made  by  the  Deceased
Participant  before  the  Deceased  Participant's  death,  unless  the  Deceased
Participant's  estate or beneficiary to whom the right to payment under the Plan
shall have passed  timely  elects to  accelerate or defer the time or change the
form of payment pursuant to Section 3.6.3.

     7.2 Disability of Participant.  A Disabled  Participant's  Account shall be
distributed  in  accordance   with  the  last  Election  made  by  the  Disabled
Participant before the Disabled Participant's  termination of service or date of
disability,  as  applicable,  unless the Disabled  Participant  timely elects to
accelerate the time or change the form of payment pursuant to Section 3.6.4.

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

     7.4 Designation of Beneficiaries.  Each Participant shall have the right to
designate one or more beneficiaries to receive distributions in the event of the
Participant's  death by filing with the Administrator a beneficiary  designation
on the form provided by the Administrator  for such purpose.  The designation of
beneficiary or beneficiaries may be changed


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<PAGE>


by a  Participant  at any time prior to his or her death by the  delivery to the
Administrator  of a new beneficiary  designation  form. If no beneficiary  shall
have  been  designated,  or if  no  designated  beneficiary  shall  survive  the
Participant, the Participant's estate shall be deemed to be the beneficiary.

     8. INTERPRETATION

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

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

     9. AMENDMENT OR TERMINATION

     9.1 Amendment or Termination.  Except as otherwise provided by Section 9.2,
the Company, by action of the Board or by action of the Committee,  reserves the
right at any time,  or from  time to time,  to amend or modify  this  Plan.  The
Company, by action of the Board, reserves the right at any time, or from time to
time terminate this Plan.

     9.2 Amendment of Rate of Credited  Earnings.  No amendment shall change the
Applicable Interest Rate with respect to the portion of a Participant's  Account
that is attributable to an Election made with respect to Compensation  earned in
a Plan Year and filed with the Administrator before the date of adoption of such
amendment  by the Board.  For purposes of this Section 9.2, an Election to defer
the  payment  of part or all of an  Account  for an  additional  period  after a
previously-elected  payment date (as  described in Section 3.6) shall be treated
as a separate Election from any previous Election with respect to such Account.

     10. MISCELLANEOUS PROVISIONS

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

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



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     11. EFFECTIVE DATE

     The effective date of the Plan this  amendment and  restatement of the Plan
shall be December 15, 1998.

     IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be executed
by its officers thereunto duly authorized,  and its corporate seal to be affixed
hereto, as of the 15th day of December, 1998.

                                             COMCAST CORPORATION



                                             BY: /s/ Stanley Wang



                                             ATTEST: /s/ Arthur R. Block


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