COMCAST CORPORATION

                              1996 CASH BONUS PLAN

               (Amended and Restated, Effective December 19, 2000)

          1. PURPOSE

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

          2. DEFINITIONS

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

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

             (c) "Award Period" means the period extending from January 1 of the
first Plan Year to which an Award applies  through  December 31 of the last Plan
Year to which such Award applies.

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

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

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

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             (g) "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.

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

             (i) "Eligible Employee" means an employee of the Company or an
Affiliate of the Company, as determined by the Committee.

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

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

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

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

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

                 (i) Brian L.Roberts;

                 (ii) a lineal descendant of Brian L. Roberts; or

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

              (o) "Target" means, for any Plan Year or Award Period, the
performance objective or objectives established by the Committee.

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

                  (i) the liquidation of the Sponsor; or

                  (ii) a Change of Control.

              (q) "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.

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          3. RIGHTS TO BE GRANTED

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

          4. ADMINISTRATION OF THE PLAN

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

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

                 (i) select those Eligible Employees to whom Awards shall be
granted under the Plan, to determine the amount of cash to be paid pursuant to
each Award, and, pursuant to the provisions of the Plan, to determine the terms
and conditions of each Award; and

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

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

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

              (d) Exculpation. No member of the Committee shall be personally
liable for monetary damages for any action taken or any failure to take any
action in connection with the administration of the Plan or the granting of
Awards thereunder unless (i) the member of the Committee has breached or failed
to perform the duties of his office, and (ii) the breach or failure to perform
constitutes self-dealing, wilful misconduct or recklessness; provided, however,
that the provisions of this Paragraph 4(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.

              (e) Indemnification. Service on the Committee shall constitute
service as a member of the Board. Each member of the Committee shall be entitled
without further act on his part to indemnity from the Company to the fullest
extent provided by applicable law and the Company's Articles of Incorporation
and By-laws in connection with or arising out of any action, suit or proceeding
with respect to the administration of the Plan or the granting of Awards
thereunder in which he may be involved by reason of his being or having been a
member of the

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Committee, whether or not he continues to be such member of the Committee at the
time of the action, suit or proceeding.

          5. ELIGIBILITY

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

          6. CASH BONUS AWARDS

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

             (a) Time of Grant. Awards may be granted at any time from the date
of adoption of the Plan by the Board until the Plan is terminated by the Board
or the Committee.

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

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

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

             (e) Termination of Grantee's Employment.

                 (1) A transfer of an Eligible Employee between two employers,
each of which is the Company or an Affiliate of the Company (a "Transfer"),
shall not be deemed a termination of employment. The Committee may grant Awards
pursuant to which the Committee reserves the right to modify the calculation of
an Award in connection with a Transfer. In general, except as otherwise provided
by the Committee at the time an Award is granted or in connection with a
Transfer, upon the Transfer of a Grantee between divisions while

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an Award is outstanding and unexpired, the outstanding Award shall be treated as
having terminated and expired, and a new Award shall be treated as having been
made, effective as of the effective date of the Transfer, for the portion of the
Award which had not expired or been paid, but subject to the performance and
payment conditions applicable generally to Awards for Grantees who are employees
of the transferee division, all as shall be determined by the Committee in an
equitable manner.

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

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

          7. TAXES

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

          8. TERMINATING EVENTS

             The Committee shall give Grantees at least thirty (30) days' notice
(or, if not practicable, such shorter notice as may be reasonably practicable)
prior to the anticipated date of the consummation of a Terminating Event. The
Committee may, in its discretion, provide in such notice that upon the
consummation of such Terminating Event, any remaining conditions to payment of a
Grantee's Award shall be waived, in whole or in part.

          9. AMENDMENT AND TERMINATION

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

          10. EFFECTIVE DATE

             The effective date of this amendment and restatement of the Plan is
December 19, 2000, the date on which it was adopted by the Committee. To the
extent provided by the Committee, the rules of the Plan, as amended and
restated, shall apply to the

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determination of payments to be made pursuant to the Plan on and after the
effective date of this amendment and restatement of the Plan.

          11. GOVERNING LAW

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


                    Executed this 19th day of December, 2000.


                                       COMCAST CORPORATION



                                       BY:______________________________________



                                       ATTEST:__________________________________

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