COMCAST CORPORATION
                         1997 DEFERRED STOCK OPTION PLAN

              (As Amended and Restated Effective December 19, 2000)






                                December 19, 2000

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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE 1 - CONTINUATION AND COVERAGE OF PLAN..................................1

   1.1.  Continuation of Plan..................................................1
   1.2.  Plan Unfunded and Limited to Outside Directors and Select Group of
         Management or Highly Compensated Employees............................1

ARTICLE 2 - DEFINITIONS........................................................1

   2.1.  "Account".............................................................1
   2.2.  "Active Participant"..................................................1
   2.3.  "Administrator".......................................................1
   2.4.  "Affiliate"...........................................................1
   2.5.  "Annual Rate of Pay"..................................................2
   2.6.  "Beneficiary".........................................................2
   2.7.  "Board"...............................................................2
   2.8.  "Change of Control"...................................................2
   2.9.  "Code"................................................................2
   2.10.   "Comcast Option Plan or Plans"......................................2
   2.11.   "Comcast Plan"......................................................2
   2.12.   "Committee".........................................................3
   2.13.   "Common Stock"......................................................3
   2.14.   "Company"...........................................................3
   2.15.   "Date of Grant".....................................................3
   2.16.   "Death Tax Clearance Date"..........................................3
   2.17.   "Death Taxes".......................................................3
   2.18.   "Deceased Participant"..............................................3
   2.19.   "Deferred Stock Units"..............................................4
   2.20.   "Disabled Participant"..............................................4
   2.21.   "Eligible Employee".................................................4
   2.22.   "Fair Market Value".................................................5
   2.23.   "Former Eligible Employee"..........................................5
   2.24.   "Former Outside Director"...........................................5
   2.25.   "Immediate Family"..................................................5
   2.26.   "Initial Election"..................................................5
   2.27.   "New Key Employee"..................................................6
   2.28.   "Normal Retirement".................................................6
   2.29.   "Option"............................................................6
   2.30.   "Option Shares".....................................................6
   2.31.   "Other Available Shares"............................................6
   2.32.   "Outside Director"..................................................7
   2.33.   "Participant".......................................................7
   2.34.   "Participating Company".............................................7

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                                                                            Page


   2.35.   "Permitted Transferee"..............................................7
   2.36.   "Person"............................................................7
   2.37.   "Personal Representative"...........................................8
   2.38.   "Plan"..............................................................8
   2.39.   "Prime Rate"........................................................8
   2.40.   "Related Corporation"...............................................8
   2.41.   "Retired Participant"...............................................8
   2.42.   "Roberts Family"....................................................8
   2.43.   "Share" or "Shares".................................................8
   2.44.   "Share Withholding Election"........................................8
   2.45.   "Special Common Stock"..............................................9
   2.46.   "Subsequent Election"...............................................9
   2.47.   "Successor-in-Interest".............................................9
   2.48.   "Surviving Spouse"..................................................9
   2.49.   "Terminating Event".................................................9
   2.50.   "Third Party".......................................................9

ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS..................................10

   3.1.  Elections............................................................10
   3.2.  Filing of Initial Election: General..................................10
   3.3.  Options to which Initial Elections May Apply.........................10
   3.4.  Initial Election of Distribution Date................................10
   3.5.  Subsequent Elections.................................................10
   3.6.  Distribution in Full upon Terminating Event..........................14
   3.7.  Withholding and Payment of Death Taxes...............................14

ARTICLE 4 - MANNER OF DISTRIBUTION............................................15

   4.1.  Manner of Distribution...............................................15

ARTICLE 5 - BOOK ACCOUNTS.....................................................15

   5.1.  Account..............................................................15
   5.2.  Crediting of Dividend Equivalents....................................15
   5.3.  Status of Deferred Amounts...........................................15
   5.4.  Participants' Status as General Creditors............................15

ARTICLE 6 - NONALIENATION OF BENEFITS.........................................16

   6.1.  Alienation Prohibited................................................16

ARTICLE 7 - DEATH OF PARTICIPANT..............................................16

   7.1.  Death of Participant.................................................16
   7.2.  Designation of Beneficiaries.........................................16

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ARTICLE 8 - INTERPRETATION....................................................16

   8.1.  Authority of Committee...............................................16
   8.2.  Claims Procedure.....................................................16

ARTICLE 9 - AMENDMENT OR TERMINATION..........................................17

   9.1.  Amendment or Termination.............................................17

ARTICLE 10 - WITHHOLDING OF TAXES ON EXERCISE OF OPTION.......................18

   10.1.    In General........................................................18
   10.2.    Share Withholding Election........................................18

ARTICLE 11 - CAPITAL ADJUSTMENTS..............................................18

   11.1.    Capital Adjustments...............................................18

ARTICLE 12 - MISCELLANEOUS PROVISIONS.........................................19

   12.1.    No Right to Continued Employment..................................19
   12.2.    Expenses of Plan..................................................19
   12.3.    Gender and Number.................................................19
   12.4.    Law Governing Construction........................................19
   12.5.    Headings Not a Part Hereof........................................19
   12.6.    Severability of Provisions........................................19
   12.7.    Expiration of Options.............................................19

ARTICLE 13 - EFFECTIVE DATE...................................................20

   13.1.    Effective Date....................................................20

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                               COMCAST CORPORATION
                         1997 DEFERRED STOCK OPTION PLAN

              (as amended and restated effective December 19, 2001)

                 ARTICLE 1 - CONTINUATION AND COVERAGE OF PLAN

     1.1. Continuation of Plan. COMCAST CORPORATION, a Pennsylvania corporation,
hereby amends and restates the Comcast Corporation 1997 Deferred Stock Option
Plan (the "Plan"), effective December 19, 2000. The Plan was initially adopted
effective September 16, 1997 and was amended and restated effective June 21,
1999.

     1.2. Plan Unfunded and Limited to Outside Directors and Select Group of
Management or Highly Compensated Employees. The Plan is unfunded and is
maintained primarily for the purpose of providing outside directors and a select
group of management or highly compensated employees the opportunity to defer the
receipt of Shares and corresponding recognition of compensation income upon the
exercise of Options.

                            ARTICLE 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 Deferred Stock Units, dividend equivalents and earnings
on dividend equivalents shall be credited, and from which all amounts
distributed pursuant to the Plan shall be debited.

     2.2. "Active Participant" means:

          (a) Each Participant who is in active service as an Outside Director;

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

          (c) A Permitted Transferee of an individual described in Section
2.2(a) or Section 2.2(b), if applicable.

     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 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.

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     2.6. "Beneficiary" means such person or persons or legal entity or
entities, including, but not limited to, an organization exempt from federal
income tax under section 501(c)(3) of the Code, designated by a Participant or
Beneficiary to receive benefits pursuant to the terms of the Plan after such
Participant's or Beneficiary's death. If no Beneficiary is designated by the
Participant or Beneficiary or if no Beneficiary survives the Participant or
Beneficiary (as the case may be), the Participant's Beneficiary shall be the
Participant's Surviving Spouse if the Participant has a Surviving Spouse and
otherwise the Participant's estate and the Beneficiary of a Beneficiary shall be
the Beneficiary's Surviving Spouse if the Beneficiary has a Surviving Spouse and
otherwise the Beneficiary's estate.

     2.7. "Board" ans 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. "Code" means the Internal Revenue Code of 1986, as amended.

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

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

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

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

     2.14. "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.

     2.15. "Date of Grant" means the date as of which an Option is granted.

     2.16. "Death Tax Clearance Date" means the date upon which a Deceased
Participant's or a deceased Beneficiary's Personal Representative certifies to
the Administrator that (i) such Deceased Participant's or deceased Beneficiary's
Death Taxes have been finally determined, (ii) all of such Deceased
Participant's or deceased Beneficiary's Death Taxes apportioned against the
Deceased Participant's or deceased Beneficiary's Account have been

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paid in full and (iii) all potential liability for Death Taxes with respect to
the Deceased Participant's or deceased Beneficiary's Account has been satisfied.

     2.17. "Death Taxes" means any and all estate, inheritance,
generation-skipping transfer, and other death taxes as well as any interest and
penalties thereon imposed by any governmental entity (a "taxing authority") as a
result of the death of the Participant or the Participant's Beneficiary.

     2.18. "Deceased Participant" means:

          (a) 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;

          (b) A Participant who dies following termination of active employment
or active service; or

          (c) A Permitted Transferee of an individual described in Section
2.18(a) or 2.18(b), if applicable.

     2.19. "Deferred Stock Units" mean the number of hypothetical Shares
determined as the excess of (a) the number of Option Shares over (b) the number
of Other Available Shares having a Fair Market Value as of the date of exercise
of an Option equal to the exercise price for such Option Shares (hereinafter
referred to in this Section 2.19 as the "Payment Shares"), as to which an
Outside Director, Former Outside Director, Eligible Employee, Former Eligible
Employee or Successor-in-Interest provides to the Company evidence of ownership
of sufficient Payment Shares to pay the exercise price for such Option Shares;
provided, however, that if the Option is for Common Stock, the Deferred Stock
Units shall be credited to the Participant's Account as Deferred Common Stock
Units, and if the Option is for Special Common Stock, the Deferred Stock Units
shall be credited to the Participant's Account as Deferred Special Common Stock
Units. Provision of a notarized statement under oath to the Company by the
Outside Director, Former Outside Director, Eligible Employee, Former Eligible
Employee or Successor-in-Interest attesting to the number of Payment Shares
owned by the Outside Director, Former Outside Director, Eligible Employee,
Former Eligible Employee or Successor-in-Interest and held by a securities
broker for the Outside Director, Former Outside Director, Eligible Employee,
Former Eligible Employee or Successor-in-Interest in "street name" or provision
of the certificate numbers to the Company by the Outside Director, Former
Outside Director, Eligible Employee, Former Eligible Employee or
Successor-in-Interest of the Payment Share stock certificates actually held by
the Outside Director, Former Outside Director, Eligible Employee, Former
Eligible Employee or Successor-in-Interest shall constitute acceptable evidence
of ownership.

     2.20. "Disabled Participant" means:

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

          (c) The duly-appointed legal guardian of an individual described in
Section 2.20(a) or 2.20(b) acting on behalf of such individual; or

          (d) A Permitted Transferee of an individual described in Section
2.20(a) or 2.20(b), if applicable.

     2.21. "Eligible Employee" means:

          (a) Each employee of a Participating Company whose Annual Rate of Pay
is $125,000 or more as of both (i) the date on which an Initial Election is
filed with the Administrator and (ii) the first day of the calendar year in
which such Initial Election is filed;

          (b) Each employee of a Participating Company who has a title at or
above the level of vice president whose Annual Rate of Pay is $100,000 or more
as of both (i) the date on which an Initial Election is filed with the
Administrator and (ii) the first day of the calendar year in which such Initial
Election is filed;

          (c) Each New Key Employee; and

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

     2.22. "Fair Market Value" shall mean:

          (a) If Shares are listed on a stock exchange, Fair Market Value shall
be determined based on the last reported sale price of a Share on the principal
exchange on which Shares are listed on the last trading day prior to the date of
determination.

          (b) If Shares are not so listed, but trades of Shares are reported on
the NASDAQ National Market, the last quoted sale price of a share on the NASDAQ
National Market on the last trading day prior to the date of determination.

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

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

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

     2.25. "Immediate Family" means an Outside Director's, Former Outside
Director's, Eligible Employee's or Former Eligible Employee's spouse and lineal
descendants, any trust all

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beneficiaries of which are any of such persons and any other entity all members
or owners of which are any of such persons.

     2.26. "Initial Election" means a written election on a form provided by the
Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which an Outside Director, Former Outside Director, Eligible
Employee, Former Eligible Employee, Successor-in-Interest or Permitted
Transferee who:

          (a) Elects, within the time or times specified in Article 3, to defer
the receipt of Shares pursuant to the exercise of all or part of an Option; and

          (b) Designates the time that such Shares and any dividend equivalents
shall be distributed.

     2.27. "New Key Employee" means each employee of a Participating Company:

          (a) Hired on or after the effective date of the Plan whose Annual Rate
of Pay on such employee's date of hire is $125,000 or more;

          (b) Hired on or after June 21, 1999, who has a title at or above the
level of vice president and whose Annual Rate of Pay on such employee's date of
hire is $100,000 or more; and

          (c) Who first becomes an Eligible Employee as a result of the
amendment of the Plan effective June 21, 1999.

     2.28. "Normal Retirement" means:

          (a) 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

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

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

     2.30. "Option Shares" mean the Shares that are subject to the portion of an
Option as to which an Initial Election or Subsequent Election is in effect as
adjusted to reflect a Share Withholding Election.

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

          (a) The total number of Shares owned by a Person; over

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          (b) The sum of:

              (i) The number of Shares owned by such Person for less than six
months; plus

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

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

              (iv) The number of Shares owned by such Person as to which
evidence of ownership has, within the preceding six months, been provided to the
Company in connection with the crediting of Deferred Stock Units to such
Person's Account.

For purposes of this Section 2.31, a Share that is subject to a deferral
election pursuant to this Plan or another Comcast Plan shall not be treated as
owned by a Person until all conditions to the delivery of such Share have
lapsed. The number of Other Available Shares shall be determined separately for
Common Stock and Special Common Stock.

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

     2.33. "Participant" means each Outside Director, Former Outside Director,
Eligible Employee, Former Eligible Employee, Successor-in-Interest or Permitted
Transferee who is the grantee or transferee of an Option that has made an
Initial Election or Subsequent Election and that has an undistributed amount
credited to an Account under the Plan.

     2.34. "Participating Company" means the Company and each Related
Corporation.

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

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

     2.37. "Personal Representative" means the executor, the administrator, or
the personal representative of a deceased individual's estate.

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

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

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     2.40. "Related Corporation" means a corporate subsidiary of the Company, as
defined in section 424(f) of the Code, or the corporate parent of the Company,
as defined in section 424(e) of the Code.

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

     2.42. "Roberts Family" means each of the following:

          (a) Brian L. Roberts;

          (b) A lineal descendant of Brian L. Roberts; or

          (c) A trust established for the benefit of Brian L. Roberts and/or a
lineal descendant or descendants of Brian L. Roberts.

     2.43. "Share" or "Shares" means for all purposes of the Plan, a share or
shares of Common Stock or Special Common Stock, or such other securities as may
be issued by the Company, subject to adjustment as provided in Article 11.

     2.44. "Share Withholding Election" means a written election on a form
provided by the Administrator, filed with the Administrator in accordance with
the rules applicable to the filing of Initial Elections under Article 3,
pursuant to which an Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee elects to have the number of
Shares deferred pursuant to the exercise of all or part of an Option and
credited under the Plan as Deferred Stock Units adjusted so that Deferred Stock
Units that would, but for a Share Withholding Election, be credited to an
Account under the Plan, shall be deemed distributed pursuant to the Plan to
satisfy applicable withholding tax liabilities, as described in Section 10.2.
With respect to Options that become subject to an Initial Election after June
21, 1999, a Share Withholding Election must be filed not later than the
applicable deadline for filing such Initial Election under Article 3. With
respect to Options that are subject to an Initial Election on June 21, 1999, a
Share Withholding Election must be filed on or before February 26, 1999.

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

     2.46. "Subsequent Election" means a written election on a form provided by
the Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which a Participant or Beneficiary may elect to defer (or, in
limited cases, accelerate) the time of receipt of Shares previously deferred in
accordance with the terms of a previously made Initial Election or Subsequent
Election.

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

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     2.48. "Surviving Spouse" means the widow or widower, as the case may be, of
a Deceased Participant or a Deceased Beneficiary (as applicable).

     2.49. "Terminating Event" means either of the following events:

          (a) The liquidation of the Company; or

          (b) A Change of Control.

     2.50. "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.

                  ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS

     3.1. Elections.

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

          (b) Subsequent Elections. Each Participant and Beneficiary shall have
the right to elect to defer (or, in limited cases, accelerate) the time of
receipt of Shares previously deferred in accordance with the terms of a
previously made Initial Election by filing a Subsequent Election at the time, to
the extent, and in the manner described in this Article 3.

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

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

     3.4. Initial Election of Distribution Date. Each Participant who elects to
defer the receipt of Shares shall, on the Initial Election, also elect the
distribution date for such Shares; provided, however, that subject to
acceleration pursuant to Section 3.5(d), Section 3.5(e), Section 3.6 or Section
7.1, no distribution may be made earlier than January 2nd of the third calendar
year beginning after the date of the Initial Election nor later than January 2nd
of the eleventh

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calendar year beginning after the date of the Initial Election. The designation
of the distribution date for Shares may vary with each separate Initial
Election.

     3.5. Subsequent Elections.

          (a) Active Participants. Each Active Participant who has made an
Initial Election, or who has made a Subsequent Election pursuant to this Section
3.5(a), may elect to defer the time of payment of part or all of such Active
Participant's Account for a minimum of two and a maximum of ten additional years
from the previously-elected payment date, by filing a Subsequent Election with
the Administrator on or before the close of business on June 30 of the calendar
year preceding the calendar year in which the distribution would otherwise be
made. The number of Subsequent Elections under this Section 3.5(a) shall not be
limited.

          (b) Surviving Spouses.

              (i) General Rule. A Surviving Spouse who is a Deceased
Participant's Beneficiary may elect to defer the time of payment, of any part or
all of such Deceased Participant's Account the payment of which would be made
neither within six (6) months after, nor within the calendar year of, the date
of such election. Such election shall be made by filing a Subsequent Election
with the Administrator in which the Surviving Spouse shall specify the change in
the time of payment, which shall be no less than two nor more than ten years
from the previously-elected payment date, or such Surviving Spouse may elect to
defer payment until such Surviving Spouse's death. A Surviving Spouse may make a
total of two (2) Subsequent Elections under this Section 3.5(b)(i), with respect
to all or any part of the Deceased Participant's Account. Subsequent Elections
pursuant to this Section 3.5(b)(i) may specify different changes with respect to
different parts of the Deceased Participant's Account.

              (ii) Exception. Notwithstanding the above Section 3.5(b)(i), a
Subsequent Election may be made by a Surviving Spouse within sixty (60) days of
the Deceased Participant's death; provided, however, such election may only be
made with respect to amounts which would not be paid under the Deceased
Participant's election as in effect on the date of the Deceased Participant's
death until a date which is at least six (6) months from the Deceased
Participant's date of death. Such election shall be made by filing a Subsequent
Election with the Administrator in which the Surviving Spouse shall specify the
change in the time of payment, which shall be no less than two (2) nor more than
ten (10) years from the previously-elected payment date, or such Surviving
Spouse may elect to defer payment until such Surviving Spouse's death. A
Surviving Spouse may only make one (1) Subsequent Election under this Section
3.5(b)(ii) with respect to all or any part of the Deceased Participant's
Account. Such Surviving Spouse may, however, make one additional Subsequent
Election under Section 3.5(b)(i) in accordance with the terms of Section
3.5(b)(i). The one (1) Subsequent Election permitted under this Section
3.5(b)(ii) may specify different changes for different parts of the Deceased
Participant's Account.

          (c) Beneficiary of a Deceased Participant Other Than a Surviving
Spouse

              (i) General Rule. A Beneficiary of a Deceased Participant (other
than a Surviving Spouse) may elect to defer the time of payment, of any part or
all of such

                                      -9-
<PAGE>
Deceased Participant's Account the payment of which would be made neither within
six (6) months after, nor within the calendar year of, the date of such
election. Such election shall be made by filing a Subsequent Election with the
Administrator in which the Beneficiary shall specify the change in the time of
payment, which shall be no less than two (2) nor more than ten (10) years from
the previously-elected payment date. A Beneficiary may make one (1) Subsequent
Election under this Section 3.5(c)(i), with respect to all or any part of the
Deceased Participant's Account. Subsequent Elections pursuant to this Section
3.5(c)(i) may specify different changes for different parts of the Deceased
Participant's Account.

              (ii) Exception. Notwithstanding the above Section 3.5(c)(i), a
Subsequent Election may be made by a Beneficiary within sixty (60) days of the
Deceased Participant's death; provided, however, such election may only be made
with respect to amounts which would not be paid under the Deceased Participant's
election as in effect on the date of the Deceased Participant's death until a
date which is at least six (6) months from the Deceased Participant's date of
death. Such election shall be made by filing a Subsequent Election with the
Administrator in which the Beneficiary shall specify the change in the time of
payment, which shall be no less than two (2) nor more than ten (10) years from
the previously-elected payment date. A Beneficiary may make one (1) Subsequent
Election under this Section 3.5(c)(ii) with respect to all or any part of the
Deceased Participant's Account. Subsequent Elections pursuant to this Section
3.5(c)(ii) may specify different changes for different parts of the Deceased
Participant's Account.

          (d) Other Deferral and Acceleration by a Beneficiary. Any Beneficiary
(other than a Surviving Spouse who has made a Subsequent Election under Section
3.5(b) or a Beneficiary who has made a Subsequent Election under Section 3.5(c))
may elect to:

              (i) Defer the time of payment of any part or all of the Deceased
Participant's Account or deceased Beneficiary's Account for one additional year
from the date payment would otherwise be made (provided that if a Subsequent
Election is made pursuant to this Section 3.5(d)(i), the Deceased Participant's
Account or deceased Beneficiary's Account shall be in all events distributed in
full on or before the fifth anniversary of the Deceased Participant's or
deceased Beneficiary's death); or

              (ii) Accelerate the time of payment of a Deceased Participant's
Account or deceased Beneficiary's Account from the date or dates that payment
would otherwise be made to the date that is the later of (A) six (6) months
after the date of the Deceased Participant's or deceased Beneficiary's death and
(B) January 2nd of the calendar year beginning after the Deceased Participant's
or deceased Beneficiary's death, provided that if a Subsequent Election is made
pursuant to this Section 3.5(d)(ii), the Deceased Participant's Account or
deceased Beneficiary's Account shall be distributed in full on such accelerated
payment date.

A Subsequent Election pursuant to this Section 3.5(d) must be filed with the
Administrator within one hundred twenty (120) days following the Deceased
Participant's or deceased Beneficiary's death. One and only one Subsequent
Election shall be permitted pursuant to this Section 3.5(d) with respect to a
Deceased Participant's Account or deceased Beneficiary's Account, although if
such Subsequent Election is filed pursuant to Section 3.5(d)(i), it may specify
different changes for different parts of the Account.

                                      -10-
<PAGE>
          (e) Acceleration by Disabled Participant or Permitted Transferee of
Disabled Participant. A Disabled Participant, or the Permitted Transferee of a
Disabled Participant if applicable, may elect to accelerate the time of payment
of the Disabled Participant's Account from the date payment would otherwise be
made to January 2nd of the calendar year beginning after the Participant became
disabled. A Subsequent Election pursuant to this Section 3.5(e) 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.

          (f) Retired Participants and Disabled Participants. The Committee may,
in its sole and absolute discretion, permit a Retired Participant or a Disabled
Participant to make a Subsequent Election to defer the time of payment of any
part or all of such Retired or Disabled Participant's Account for a minimum of
two years and a maximum of ten additional years from the previously-elected
payment date, by filing a Subsequent Election with the Administrator on or
before the close of business on June 30 of the calendar year preceding the
calendar year in which the lump-sum distribution or initial installment payment
would otherwise be made. The number of Subsequent Elections under this Section
3.5(f) shall be determined by the Committee in its sole and absolute discretion.

          (g) Retired Participant or Permitted Transferee of Retired
Participant. A Retired Participant (who has not been permitted to make a
Subsequent Election under Section 3.5(f)) or a Permitted Transferee of a Retired
Participant may elect to defer the time of payment of the Retired Participant's
Account for a minimum of two additional years from the date payment would
otherwise be made (provided that if a Subsequent Election is made pursuant to
this Section 3.5(g), the Retired Participant's Account shall be distributed in
full on or before the fifth anniversary of the Retired Participant's Normal
Retirement). A Subsequent Election pursuant to this Section 3.5(g) must be filed
with the Administrator on or before the close of business on the later of (i)
the June 30 following the Participant's Normal Retirement on or before May 1 of
a calendar year, (ii) the 60th day following the Participant's Normal Retirement
after May 1 and before November 2 of a calendar year or (iii) the December 31
following the Participant's Normal Retirement after November 1 of a calendar
year.

          (h) Disabled Participant or Permitted Transferee of Disabled
Participant. A Disabled Participant (who has not been permitted to make a
Subsequent Election under 3.5(f)) or a Permitted Transferee of a Disabled
Participant may elect to defer the time of payment of the Disabled Participant's
Account for a minimum of two additional years from the date payment would
otherwise be made (provided that if a Subsequent Election is made pursuant to
this Section 3.5(h), the Disabled Participant's Account shall be distributed in
full on or before the fifth anniversary of the date the Participant became a
Disabled Participant). A Subsequent Election pursuant to this Section 3.5(h)
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

                                      -11-
<PAGE>
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.

              (i) Most Recently Filed Initial Election or Subsequent Election
Controlling. Subject to acceleration pursuant to Section 3.5(d), or 3.5(e),
Section 3.6 or 7.1, no distribution of the amounts deferred pursuant to this
Article 3 for any calendar year shall be made before the distribution date
designated by the Participant or Beneficiary, Permitted Transferee or
Successor-in-Interest, as applicable, on the most recently filed Initial
Election or Subsequent Election with respect to each deferred amount.

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

     3.7. Withholding and Payment of Death Taxes.

          (a) Notwithstanding any other provisions of this Plan to the contrary,
including but not limited to the provisions of Article 3 and Article 7, or any
Initial or Subsequent Election filed by a Deceased Participant or a Deceased
Participant's Beneficiary (for purposes of this Section, the "Decedent"), the
Administrator shall apply the terms of Section 3.7(b) to the Decedent's Account
unless the Decedent affirmatively has elected, in writing, filed with the
Administrator, to waive the application of Section 3.7(b).

          (b) Unless the Decedent affirmatively has elected, pursuant to Section
3.7(a), that the terms of this Section 3.7(b) not apply:

              (i) The Administrator shall prohibit the Decedent's Beneficiary
from taking any action under any of the provisions of the Plan with regard to
the Decedent's Account other than the Beneficiary's making of a Subsequent
Election pursuant to Section 3.5;

              (ii) The Administrator shall defer payment of the Decedent's
Account until the later of the Death Tax Clearance Date and the payment date
designated in the Decedent's Initial Election or Subsequent Election;

              (iii) The Administrator shall withdraw from the Decedent's Account
such amount or amounts as the Decedent's Personal Representative shall certify
to the Administrator as being necessary to pay the Death Taxes apportioned
against the Decedent's Account; the Administrator shall remit the amounts so
withdrawn to the Personal Representative, who shall apply the same to the
payment of the Decedent's Death Taxes, or the Administrator may pay such amounts
directly to any taxing authority as payment on account of Decedent's Death
Taxes, as the Administrator elects;

                                      -12-
<PAGE>
              (iv) If the Administrator makes a withdrawal from the Decedent's
Account to pay the Decedent's Death Taxes and such withdrawal causes the
recognition of income to the Beneficiary, the Administrator shall pay to the
Beneficiary from the Decedent's Account, within thirty (30) days of the
Beneficiary's request, the amount necessary to enable the Beneficiary to pay the
Beneficiary's income tax liability resulting from such recognition of income;
additionally, the Administrator shall pay to the Beneficiary from the Decedent's
Account, within thirty (30) days of the Beneficiary's request, such additional
amounts as are required to enable the Beneficiary to pay the Beneficiary's
income tax liability attributable to the Beneficiary's recognition of income
resulting from a distribution from the Decedent's Account pursuant to this
Section 3.7(b)(iv);

              (v) Amounts withdrawn from the Decedent's Account by the
Administrator pursuant to Sections 3.7(b)(iii) and 3.7(b)(iv) shall be withdrawn
from the portions of Decedent's Account having the earliest distribution dates
as specified in Decedent's Initial Election or Subsequent Election; and

              (vi) Within a reasonable time after the later to occur of the
Death Tax Clearance Date and the payment date designated in the Decedent's
Initial Election or Subsequent Election, the Administrator shall pay the
Decedent's Account to the Beneficiary.

                       ARTICLE 4 - MANNER OF DISTRIBUTION

     4.1. Manner of Distribution. Deferred Stock Units credited to an Account
shall be distributed in a lump sum in shares of Common Stock and/or Special
Common Stock, as applicable. Dividend equivalents shall be distributed in a lump
sum in cash.

                           ARTICLE 5 - BOOK ACCOUNTS

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

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

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

     5.4. Participants' Status as General Creditors. Regardless of whether or
not the Company is a Participant's employer, an Account shall at all times
represent a 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 the Participant's Accounts.
Nothing contained herein shall be deemed to create an escrow, trust, custodial

                                      -13-
<PAGE>
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.

                     ARTICLE 6 - NONALIENATION OF BENEFITS

     6.1. Alienation Prohibited. Except as otherwise required by applicable law,
the right of any Participant or Beneficiary to any benefit or interest under any
of the provisions of this Plan shall not be subject to encumbrance, attachment,
execution, garnishment, assignment, pledge, alienation, sale, transfer, or
anticipation, either by the voluntary or involuntary act of any Participant or
any Participant's Beneficiary or by operation of law, nor shall such payment,
right, or interest be subject to any other legal or equitable process.

                        ARTICLE 7 - DEATH OF PARTICIPANT

     7.1. Death of Participant. Except as provided in Section 3.7, a Deceased
Participant's Account shall be distributed in accordance with the last Initial
Election or Subsequent Election made by the Deceased Participant before the
Deceased Participant's death, unless the Deceased Participant's Surviving
Spouse, Permitted Transferee, Successor-in-Interest or Beneficiary timely elects
to accelerate or defer the time of payment pursuant to Section 3.5(b), Section
3.5(c), Section 3.5(d), Section 3.5(e), or Section 3.5(f).

     7.2. Designation of Beneficiaries. Each Participant and Beneficiary shall
have the right to designate one or more Beneficiaries to receive distributions
in the event of the Participant's or Beneficiary's death by filing with the
Administrator a Beneficiary designation on the form provided by the
Administrator for such purpose. The designation of a Beneficiary or
Beneficiaries may be changed by a Participant or Beneficiary at any time prior
to such Participant's or Beneficiary's death by the delivery to the
Administrator of a new Beneficiary designation form.

                           ARTICLE 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. An individual (hereinafter referred to as the
"Applicant," which reference shall include the legal representative, if any, of
the individual) does not receive timely payment of benefits to which the
Applicant believes he is entitled under the Plan, the Applicant may make a claim
for benefits in the manner hereinafter provided.

     An Applicant may file a claim for benefits with the Administrator on a form
supplied by the Administrator. If the Administrator wholly or partially denies a
claim, the Administrator shall provide the Applicant with a written notice
stating:

          (a) The specific reason or reasons for the denial;

                                      -14-
<PAGE>
          (b) Specific reference to pertinent Plan provisions on which the
denial is based;

          (c) A description of any additional material or information necessary
for Applicant to perfect the claim and an explanation of why such material or
information is necessary; and

          (d) Appropriate information as to the steps to be taken in order to
submit a claim for review.

Written notice of a denial of a claim shall be provided within 90 days of the
receipt of the claim, provided that if special circumstances require an
extension of time for processing the claim, the Administrator may notify the
Applicant in writing that an additional period of up to 90 days will be required
to process the claim.

     If the Applicant's claim is denied, the Applicant shall have 60 days from
the date of receipt of written notice of the denial of the claim to request a
review of the denial of the claim by the Administrator. Request for review of
the denial of a claim must be submitted in writing. The Applicant shall have the
right to review pertinent documents and submit issues and comments to the
Administrator in writing. The Administrator shall provide a written decision
within 60 days of its receipt of the Applicant's request for review, provided
that if special circumstances require an extension of time for processing the
review of the Applicant's claim, the Administrator may notify the Applicant in
writing that an additional period of up to 60 days shall be required to process
the Applicant's request for review.

     It is intended that the claims procedures of this Plan be administered in
accordance with the claims procedure regulations of the Department of Labor set
forth in 29 CFR ss. 2560.503-1.

     Claims for benefits under the Plan must be filed with the Administrator at
the following address:

     Comcast Corporation
     1500 Market Street
     Philadelphia, PA 19102
     Attention:  General Counsel

                      ARTICLE 9 - AMENDMENT OR TERMINATION

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

            ARTICLE 10 - WITHHOLDING OF TAXES ON EXERCISE OF OPTION

     10.1. In General. Whenever the Company proposes or is required to credit
Deferred Stock Units to an Account in connection with the exercise of an Option,
the Company shall have the right to require the Participant to remit to the
Company an amount sufficient to satisfy any

                                      -15-
<PAGE>
federal, state and local withholding tax requirements prior to the date on which
Deferred Stock Units shall be deemed credited to the Account, or take any action
whatever that it deems necessary to protect its interests with respect to tax
liabilities. The Company's obligation to credit Deferred Stock Units to an
Account on the exercise of an Option subject to an Initial or Subsequent
Election shall be conditioned on the Participant's compliance, to the Company's
satisfaction, with any withholding requirement. Except as otherwise provided in
Section 10.2, the Company shall satisfy all applicable withholding tax
requirements by withholding tax from other compensation payable by the Company
to the Participant, or by the Participant's delivery of cash or other property
acceptable to the Company having a value equal to the applicable withholding
tax.

     10.2. Share Withholding Election. With respect to any Option subject to an
Initial Election, an Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee may elect to have the number of
Option Shares determined such that Shares subject to such Option are withheld by
the Company to the extent necessary to satisfy any withholding tax liabilities
incurred in connection with the exercise of such Option. The number of Shares
subject to an Option to be withheld pursuant to such a Share Withholding
Election shall have a Fair Market Value approximately equal to the sum of:

          (a) The minimum amount of withholding taxes required to be withheld by
the Company under applicable law, plus

          (b) Either (i) the minimum amount of withholding taxes arising because
of the recognition of income (and consequent non-deferral of income) with
respect to such withheld Shares, or (ii) the amount of withholding taxes arising
because of the recognition of income (and consequent non-deferral of income)
with respect to such withheld Shares, calculated at the highest applicable
marginal tax rates, as indicated on the Share Withholding Election.

Notwithstanding any other provision of the Plan or the terms of any Initial or
Subsequent Election, the number of Deferred Stock Units credited to
Participants' Accounts shall be adjusted appropriately to reflect the
withholding of Shares pursuant to such Share Withholding Elections.

                        ARTICLE 11 - CAPITAL ADJUSTMENTS

     11.1. Capital Adjustments. In the event that the Common Stock or Special
Common Stock is 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 dividends, stock
split-ups or other substitution of securities of the Company, the Committee
shall make appropriate equitable anti-dilution adjustments to the number of
Deferred Stock Units credited to Participants' Accounts. The Committee's
adjustment shall be effective and binding for all purposes of the Plan.

                     ARTICLE 12 - MISCELLANEOUS PROVISIONS

     12.1. 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.

                                      -16-
<PAGE>
     12.2. Expenses of Plan. All expenses of the Plan shall be paid by the
Participating Companies.

     12.3. Gender and Number. Whenever any words are used herein in any specific
gender, they shall be construed as though they were also used in any other
applicable gender. The singular form, whenever used herein, shall mean or
include the plural form, and vice versa, as the context may require.

     12.4. Law Governing Construction. The construction and administration of
the Plan and all questions pertaining thereto, shall be governed by the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and other
applicable federal law and, to the extent not governed by federal law, by the
laws of the Commonwealth of Pennsylvania.

     12.5. Headings Not a Part Hereof. Any headings preceding the text of the
several Articles, Sections, subsections, or paragraphs hereof are inserted
solely for convenience of reference and shall not constitute a part of the Plan,
nor shall they affect its meaning, construction, or effect.

     12.6. Severability of Provisions. If any provision of this Plan is
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provision determined to be void.

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

                          ARTICLE 13 - EFFECTIVE DATE

     13.1. Effective Date. The effective date of the Plan this amendment and
restatement of the Plan shall be December 19, 2000.

     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 19th day of December, 2000.

                                       COMCAST CORPORATION


                                       BY:
                                          --------------------------------------


                                       ATTEST:


                                       -----------------------------------------

                                      -17-