COMPENSATION AND DEFERRED COMPENSATION AGREEMENT


                  THIS  AGREEMENT is made as of the 16th day of December,  1997,
by and between COMCAST CORPORATION,  a Pennsylvania  corporation (the "Company,"
as further defined in Section 12), and RALPH J. ROBERTS ("Roberts").

                                 R E C I T A L S

                  WHEREAS,  Roberts has been  employed  by the Company  since he
founded the Company in 1969 and is currently Chairman of the Board of Directors;
and

                  WHEREAS,  Roberts and the Company  entered into a Compensation
and Deferred  Compensation  Agreement and Stock  Appreciation  Bonus Plan, as of
September  9,  1993,  as  amended  and  restated   March  16,  1994  (the  "1993
Agreement"),  which was approved by the Company's shareholders on June 22, 1994;
and

                  WHEREAS, certain employment and compensation terms of the 1993
Agreement expire on December 31, 1997; and

                  WHEREAS,  the  Company's  Board of Directors  (the "Board") as
well as the Board's  Compensation  Committee (the "Compensation  Committee") and
its  Subcommittee  on   Performance-Based   Compensation  (the   "Subcommittee")
recognize  that Roberts'  contribution  to the growth and success of the Company
has continued to be  substantial  throughout  the term of the 1993 Agreement and
that  without his  continued  leadership  and vision the Company  would not have
achieved and maintained its current  preeminent  status in the cable  television
and cellular  communications  industries nor would the Company have achieved its
performance levels or

                                       -1-


<PAGE>



successfully consummated the many strategic transactions that have closed during
the term of the 1993 Agreement;

                  WHEREAS,  the Board  desires to assure the Company of Roberts'
continued employment in an executive or consultative  capacity and to compensate
him therefore; and

                  WHEREAS, the Company's  shareholders approved a 1996 Executive
Cash Bonus Plan on June 18, 1997 (the "Cash Bonus Plan"); and

                  WHEREAS,  the  Board has  established  the  Subcommittee  as a
subcommittee of its Compensation  Committee  comprised of two outside  directors
and which has the  responsibility  for establishing the criteria for the payment
of  performance-based  compensation  to Roberts and the  Company's  other senior
executive officers; and

                  WHEREAS,  Roberts is currently a participant  in the Company's
1992 Executive  Split-Dollar  Insurance Plan (the "1992 Split-Dollar  Plan") and
its 1994 Executive  Split-Dollar  Insurance Plan  (together,  the "1992 and 1994
Split-Dollar  Plans"),  each of which  provides a death  benefit to the  Roberts
family  following the death of the last survivor of Roberts and his spouse and a
repayment  of all  amounts  advanced by the Company on behalf of Roberts and his
spouse  for the  purpose of  assisting  Roberts  to  maintain  in force the life
insurance policies issued thereunder; and

                  WHEREAS,  in accordance with the 1993  Agreement,  the Company
has  increased the life  insurance  protection  provided for the Roberts  family
pursuant to the 1992 Split-Dollar Plan; and

                  WHEREAS,  in the 1993  Agreement  the  Company  also agreed to
extend its premium payment  obligations  under the 1992  Split-Dollar Plan until
the death of the  survivor  of Roberts  and his spouse and to pay an  additional
annual bonus until the death of their survivor in an amount that

                                       -2-


<PAGE>



takes into account the owner's share of the  applicable  insurance  premiums and
the income and gift taxes attributable thereto; and

                  WHEREAS,  Roberts and the  Company  have  entered  into a 1996
Split-Dollar Life Insurance Agreement (the "1996 Split-Dollar Agreement"), which
provides a death benefit to the Roberts  family  following  Roberts' death and a
repayment  of all  amounts  advanced by the Company on behalf of Roberts for the
purpose of assisting  Roberts to maintain in force the life  insurance  policies
issued thereunder; and

                  WHEREAS, Roberts, in preference to other forms of compensation
and  incentive  compensation,   wishes  to  provide  additional  life  insurance
protection  for his family  following  the death of the last survivor of Roberts
and his  spouse  and the  Committee  has  determined  that  it  would  be in the
Company's best interests to provide such additional protection; and

                  WHEREAS,  in  order  to  provide  this  additional   insurance
protection Roberts and the Compensation Committee,  upon receiving the advice of
management  compensation  consulting  firms,  have agreed that the Company  will
increase the insurance  protection  for the Roberts  family under a split-dollar
arrangement  pursuant  to which it will (a)  continue  its  current  practice of
providing an additional bonus to Roberts (and his surviving spouse, if any) with
respect to the  portion of the  premiums  payable by the owner of the  insurance
policies and (b) provide that such additional bonus shall also take into account
the income and gift taxes payable on such bonus; and

                  WHEREAS,  Roberts  and  the  Company  wish  to  confirm  their
continuing  rights  and  obligations  under  all of their  existing  agreements,
including the 1993 Agreement; and

                  WHEREAS,  Roberts is  willing  to commit  himself to serve the
Company on the terms herein provided;

                                       -3-


<PAGE>



                  NOW THEREFORE,  in  consideration  of the foregoing and of the
respective covenants and agreements of the parties herein contained, the parties
hereto agree as follows:

          1.  Continued  Service  to  the  Company;  Effect  of  Service  Period
Termination.

               1.1 The  Company  hereby  agrees to retain  Roberts  and  Roberts
hereby agrees to continue to serve the Company,  on the terms and conditions set
forth herein,  for a term commencing on the date hereof and expiring on December
31, 2002 (unless  Roberts'  services are sooner  terminated as  hereinafter  set
forth) (the "Service Period").

               1.2 Except as specifically  provided  herein,  the termination of
Roberts'  services  under  Section 4 shall not  affect the  parties'  continuing
rights and obligations under this Agreement.  As more  specifically  provided in
Sections 6, 13 and 23.1  hereof,  the  termination  of Roberts'  services  under
Section 4 also shall not affect the Company's  continuing  obligations under the
1993 Agreement and the other Pre-Existing Agreements (as defined in Section 6).

          2.   Position and Duties. During the Service Period:

               2.1  Roberts  shall serve as the  Chairman of the Board,  or such
other  officer  position  as agreed to by  Roberts  and the  Company  (unless he
chooses  to  withdraw  from  such  position  in  connection  with  his  making a
Consultant  Election described in Section 3.2), and, in such position,  he shall
have such powers and duties as may from time to time be  prescribed by the Board
in accordance with Section 4-6 of the Company's By-Laws.

               2.2 As long as Roberts  retains his  executive  status,  he shall
continue  to devote  substantially  all of his  working  time and  effort to the
business and affairsI of the Company.  It is recognized that Roberts has outside
interests, including, but not limited to, serving as a director

                                       -4-


<PAGE>



on the boards of other  corporations  and that  Roberts may devote a  reasonable
amount of time to such outside interests.

               2.3 Roberts may at any time,  upon thirty (30) days notice to the
Company,  elect to change  his  position  from that of an  executive  to that of
consultant to the Company,  without any executive duties. Such an election shall
be referred to as the  "Consultant  Election." If Roberts  makes the  Consultant
Election,  he shall  thereafter  devote  such time as may be  necessary  for the
performance of those duties which are reasonably requested by the Company.

               2.4  In  connection  with  his  service  as  an  executive  or  a
consultant to the Company,  Roberts  shall be based at the  Company's  principal
executive offices in the Delaware Valley.

               2.5 The  provisions  of this Section 2 shall not prevent  Roberts
from  investing  his  assets in such form and  manner as he  chooses;  provided,
however,  that Roberts shall not have any personal interest,  direct or indirect
(other than through the Company or its subsidiaries), financial or otherwise, in
any supplier to, buyer from, or  competitor of the Company  unless such interest
is, or arises  solely  from  ownership  of,  less than two  percent  (2%) of the
outstanding capital stock of such supplier, buyer or competitor and such capital
stock is  available  to the  general  public  through  trading on any  national,
regional or over-the-counter securities market.

          3. Compensation and Related Matters.

               3.1 Base  Payment.  For each full year  included  in the  Service
Period the Company  shall pay Roberts a base payment  ("Base  Payment")  for all
services to be rendered  each year by Roberts as an  executive  or a  consultant
hereunder  of One  Million  Dollars  ($1,000,000)  per annum  (less  appropriate
deductions), payable in installments at such times as the Company

                                       -5-


<PAGE>



customarily pays its senior  executive  officers (but in any event no less often
than monthly).  Effective as of each January 1 (beginning in 1999) or such other
date  as may be  determined  by the  Compensation  Committee,  the  Compensation
Committee  shall adjust Roberts' Base Payment in order to reflect the greater of
(i)  increases  subsequent  to 1997 in the  Consumer  Price  Index for all urban
consumers published by the United States Department of Labor or (ii) the average
percentage  increase in the base  compensation  of the five (5) employees of the
Company  having the  highest  base  compensation  (other than  Roberts)  for the
preceding  year.  Once  established at an increased  annual rate,  Roberts' Base
Payment  hereunder  shall not  thereafter  be reduced  unless such  reduction is
pursuant to an overall plan to reduce the  salaries of all the senior  executive
officers of the Company.

               3.2  Performance-Based  Compensation  under Cash Bonus Plan.  For
each full year in the Service  Period during which Roberts  remains an executive
of the Company, he shall be entitled to an annual  performance-based  cash bonus
("Cash Bonus") of up to 50% of the Base Payment,  determined in accordance with,
and upon satisfaction of, the performance-based  standards contained in the Cash
Bonus Plan.

               3.3  Expenses.  During  the  Service  Period,  Roberts  shall  be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
him (in  accordance  with the policies and procedures  established  from time to
time by the Board for its senior  executive  officers)  in  performing  services
hereunder,  provided that Roberts properly  accounts therefor in accordance with
Company policy.

               3.4 1997  Split-Dollar  Agreement.  The Company shall acquire and
maintain  additional  survivorship life insurance  protection for the benefit of
the  Roberts  family in  accordance  with the terms of a  separate  split-dollar
insurance agreement to be executed by the

                                       -6-

<PAGE>



Company and Roberts (the "1997 Split-Dollar  Agreement"),  which in all material
respects shall be similar to the form of agreement  attached  hereto as Appendix
A. The additional insurance shall provide survivorship life insurance protection
to the Roberts family in an amount equal to Twenty Million Dollars ($20,000,000)
(based on  actuarial  assumptions  in the  applicable  policies  relating to the
expected joint lives of the insureds).  This increase shall in no way affect the
obligation  to repay to the  Company all loans  which it has  advanced  and will
advance in the future pursuant to the Split- Dollar  Arrangements.  In the event
the additional insurance required hereunder is unavailable,  or in the event the
terms  on  which  it  may  be  available  become  too  onerous,  in  the  mutual
determination  of the  Company  and  Roberts,  the  Company  shall  satisfy  the
obligations  contained in this Section 3.4 by providing  cash  benefits or other
valuable consideration, acceptable in amount and form to Roberts.

               3.5 Other  Benefits.  Except as otherwise  specifically  provided
herein,  Roberts shall  continue to be eligible to  participate  in all employee
benefit plans and arrangements in effect on the date of this Agreement and shall
continue to obtain benefits thereunder, including, without limitation, each plan
or program for key executives, each bonus plan, savings and profit sharing plan,
supplemental  pension and retirement  plan, stock ownership plan, stock purchase
plan, stock option plan, life insurance plan, medical insurance plan, disability
plan, dental plan and health-  and-accident  plan. Except as otherwise  provided
herein or as required by law, the Company shall not make any changes in any such
employee  benefit plans or arrangements  which would  adversely  affect Roberts'
rights or benefits  thereunder,  unless such change occurs pursuant to a program
applicable  to  all  executives  of  the  Company  and  does  not  result  in  a
proportionately  greater  reduction  in the rights of or  benefits to Roberts as
compared with any executive of the Company.

                                       -7-


<PAGE>



Roberts  shall be  entitled  to  participate  in or receive  benefits  under any
employee benefit plan or arrangement made available by the Company in the future
to its most senior executives and key management employees,  subject to and on a
basis consistent with the terms,  conditions and overall  administration of such
plan or  arrangement.  No amount paid to Roberts  under any plan or  arrangement
presently  in effect or made  available  in the future  shall be deemed to be in
lieu of the annual Base Payment  payable to Roberts  pursuant to Section 3.1. In
the event any benefit provided for in this Section 3.5 is not able to be granted
to Roberts  because he has become a consultant to the Company,  the Company will
provide  Roberts  with  benefits  having  comparable  benefits  and  value on an
after-tax basis.

               3.6  Vacations.  Roberts  shall be entitled to not fewer than the
same  number of paid  vacation  days in each  calendar  year as he is  currently
entitled.  Roberts  shall also be  entitled  to all paid  holidays  given by the
Company to its senior executive officers.

               3.7 Perquisites. So long as he serves as Chairman of the Board or
other  officer  position,  Roberts  shall be entitled to continue to receive the
perquisites  and fringe  benefits  appertaining to the office of the Chairman of
the Board in accordance with the Company's present practice.

               3.8 Deferred Compensation.  As long as Roberts and the Company so
agree in writing prior to December 31 of any calendar year (or such earlier date
as may be required by the Company's 1996 Deferred Compensation Plan), and to the
extent so agreed, the payment of all or any portion of the compensation  payable
to Roberts in the next following calendar year (including,  without  limitation,
(i) any tax grossed-up  bonus payable to Roberts to cover taxes  attributable to
appreciation  in Roberts'  nonqualified  stock options under the 1993 Agreement,
(ii)

                                       -8-


<PAGE>



any tax  grossed-up  bonus  payable to Roberts to cover the owner's share of the
any life insurance premiums subject to the Split-Dollar Arrangements (as defined
in Section 3.10(i)),  and (iii) any compensation  payable in such year by reason
of having been  deferred from a prior year pursuant to an election made prior to
June 30 of the year prior to the year of distribution in accordance with Section
3.6.2 of the 1996 Deferred  Compensation Plan) shall be deferred to a subsequent
calendar year selected by Roberts and agreed to by the Company.  Once a deferral
has been agreed to pursuant to this Section  3.8,  the deferred  amount shall be
subject  to the same  terms  and  conditions  as apply to  deferrals  under  the
Company's 1996 Deferred  Compensation Plan, including,  without limitation,  the
crediting of interest.

               3.9 Supplemental  Executive  Retirement Plan. In lieu of the Cash
Bonus  provided in Section 3.2, if Roberts  becomes a consultant to the Company,
his  employment  with the Company will  terminate  on the day before  becoming a
consultant for purposes of determining  his  entitlement to a Normal  Retirement
Pension  under Article III of the Company's  Supplemental  Executive  Retirement
Plan adopted by the Company on July 31, 1989 (the "SERP").  Each year thereafter
the amount of  Roberts'  Normal  Retirement  Pension  shall be  recalculated  by
adjusting the amount of his final average  compensation to take into account one
hundred fifty percent  (150%) of the amount he has received from the Company for
the year as compensation for performing his duties as a consultant under Section
2 of this Agreement;  provided, however, that the benefit payable under the SERP
for any calendar year shall not exceed the maximum Cash Bonus that Roberts could
have received for that year if he had remained an executive for the entire year.
For purposes of the definition of final average  compensation  in Section 2.8 of
the SERP, the date on which Roberts ceases to perform any duties as an executive
or a consultant under Section 2 of this Agreement shall

                                       -9-


<PAGE>



be considered  his  termination  of  employment  date. In the event Roberts dies
while a consultant for the Company:  (i) his surviving  spouse shall be entitled
to receive an annual death benefit for her lifetime  equal to 100% of the annual
pension  Roberts  was  receiving  immediately  prior to his death;  and (ii) for
purposes  of  Sections  7.2 and 7.4  (relating  to the payment of benefits to an
executive's surviving spouse, Roberts' death shall be treated as having occurred
before the  commencement of his Normal  Retirement  Pension (as defined therein)
while employed by the Company.

               3.10 Funding of Trust.

                    3.10.1 Prior to the  occurrence of a "Change of Control" (as
hereinafter defined), the Company shall establish a grantor trust (the "Trust"),
the terms of which shall be consistent with the  requirements  applicable  under
the Code in order to avoid the  constructive  receipt of the assets  held in the
Trust by Roberts or his family.  The trust  document for the Trust shall be in a
form that is  satisfactory  to both the Company and  Roberts,  and may, but need
not, be in substantially the same form as the model trust agreement published by
the Internal  Revenue  Service in Revenue  Procedure  92-64.  The trustee of the
Trust shall be such  person or  institution  acceptable  both to the Company and
Roberts.  The Company shall contribute such amounts in cash or such assets as it
deems  appropriate for the purpose of funding the deferred  compensation  and/or
death benefits payable under the terms of this Agreement and such other deferred
compensation or insurance plans or arrangements that may be in effect.  Upon the
occurrence of a Change of Control, the Trust, if not already irrevocable,  shall
become irrevocable. In addition, upon the occurrence of a Change of Control, the
Company  shall be required  to  contribute  to the Trust an amount  equal to the
present value of:

                                      -10-


<PAGE>



                    (i) the remaining  premiums that the Company is obligated to
pay until the death of the survivor of Roberts and his spouse to each  insurance
company that has issued a policy providing a death benefit to the Roberts family
in  connection  with a split  dollar  insurance  plan or  agreement  between the
Company and Roberts, including but not limited to the 1992 and 1994 Split-Dollar
Plans, the applicable  provisions of the 1993 Agreement,  the 1996  Split-Dollar
Agreement, the 1997 Split-Dollar Agreement and this Agreement, including Section
7 hereof (collectively, the "Split-Dollar Arrangements");

                    (ii) the bonuses and tax grossed-up amounts that the Company
is obligated  to pay to Roberts or his  surviving  spouse  pursuant to the split
dollar insurance plans and agreements between the Company and Roberts, including
but not limited to the Split-Dollar Arrangements; and

                    (iii) all deferred  compensation benefits payable to Roberts
under the terms of any nonqualified deferred  compensation  arrangement in which
Roberts is a  participant,  including,  but not limited to, the  Company's  1996
Deferred Compensation Plan, the SERP and this Agreement,  including Sections 3.4
(in  the  event  additional  insurance  is  unavailable),  3.8  and  3.9  hereof
(collectively, the "Deferred Compensation Arrangements"); where for this purpose
the present value shall be calculated  using the actuarial  lives provided under
standard  mortality tables and a discount factor equal to the then current yield
to maturity on ten (10) year obligations of the Treasury of the United States.

                    3.10.2 In  addition,  the  Company  shall  have the  further
obligation  following a Change of Control to make such additional  contributions
to the Trust,  from time to time (but determined no less than annually),  as may
become necessary to fully fund the benefits described

                                      -11-

<PAGE>

above,  determined  in the same  manner as the  initial  funding  obligation  is
determined.  The assets  contributed  to the Trust  shall,  except to the extent
otherwise  provided  in the trust  agreement  in the case of the  bankruptcy  or
insolvency  of the Company,  be used  exclusively  for the purpose of provide to
Roberts the benefits  described  above until all such  benefits  have been fully
paid, at which time the Trust may be terminated and any remaining  assets revert
back to the Company.  Notwithstanding the foregoing,  to the extent benefits are
paid by the Company rather than out of assets held in the Trust, the trustee may
reimburse  the Company out of the Trust such amounts as have been  properly paid
as benefits to Roberts or to his  surviving  spouse by the Company,  but only to
the  extent  that  such  reimbursement  does not cause the Trust to be less than
fully funded, determined in the same manner as the initial funding obligation is
determined.

                    3.10.3 For purposes of this Agreement, a "Change of Control"
shall be deemed to have occurred on the date that persons other than Roberts and
members of his immediate family (or trusts for their benefit) first acquire more
than fifty (50) percent of the voting power over voting shares of the Company.

          4. Termination.  Roberts' services hereunder may be terminated without
any breach of this Agreement only under the following circumstances:

               4.1 Death.  Roberts' services  hereunder shall terminate upon his
death. 

               4.2  Disability.  If, as a result of Roberts'  incapacity  due to
physical  or mental  illness,  Roberts  shall have been  absent  from his duties
hereunder for 180  consecutive  calendar days, and within thirty (30) days after
written  notice of termination is given (which may occur before or after the end
of such 180 day period), shall not have returned to the performance of

                                      -12-


<PAGE>



his duties  hereunder on the basis provided for in Sections 1 and 2 hereof,  the
Company may terminate Roberts' services hereunder.

               4.3 Cause. The Company may terminate  Roberts' services hereunder
for Cause.  For purposes of this  Agreement,  the Company  shall have "Cause" to
terminate Roberts' services hereunder upon (A) the willful and continued failure
by Roberts  either to  substantially  perform his duties  hereunder or to comply
with the provisions of the Company's Code of Ethics and Business  Conduct (other
than a failure following a Change of Control, as defined in Section 3.10.3, or a
failure  resulting from Roberts'  incapacity due to physical or mental  illness)
for a period of sixty (60) days  after  demand for  substantial  performance  or
compliance is delivered by the Company  specifically  identifying  the manner in
which the Company believes Roberts has not substantially performed his duties or
has not complied;  or (B) the willful engaging by Roberts in misconduct which is
materially injurious to the Company, monetarily or otherwise, or (C) the willful
breach by Roberts  either  during or after the  Service  Period of any  material
provision of this Agreement,  including,  but not limited to, Sections 9, 10 and
11 hereof.  For  purposes  of this  paragraph,  no act,  or  failure to act,  on
Roberts' part shall be considered  "willful" unless done, or omitted to be done,
by him not in good  faith  and  without  reasonable  belief  that his  action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
Roberts shall not be deemed to have been  terminated  for Cause unless and until
there shall have been delivered to Roberts a copy of a resolution,  duly adopted
by the affirmative vote of not less than two-thirds of the entire  membership of
the Board at a meeting  of the Board  called  and held for such  purpose  (after
reasonable  notice to Roberts  and an  opportunity  for him,  together  with his
counsel, to be heard before the Board), finding

                                      -13-


<PAGE>



that in the good faith  opinion of the Board  Roberts  was guilty of conduct set
forth above in clause (A), (B), or (C) of the preceding sentence, and specifying
the particulars thereof in detail.

               4.4 Notice of Termination.  Any termination of Roberts'  services
by the  Company  shall be  communicated  by  written  Notice of  Termination  to
Roberts. For purposes of this Agreement,  a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed  to  provide a basis for  termination  of  Roberts'  services  under the
provision so indicated.

               4.5 Date of Termination.  "Date of Termination" shall mean (i) if
Roberts'  services are terminated by his death,  the date of his death,  (ii) if
Roberts'  services are terminated  pursuant to Section 4.2, hereof,  thirty (30)
days after Notice of Termination is given  (provided that Roberts shall not have
returned to the performance of his duties on the basis provided for in Section 2
hereof  during such thirty  (30) day period) or (iii) if Roberts'  services  are
terminated  pursuant to Section 4.3 hereof,  the date specified in the Notice of
Termination;  provided  that if  within  thirty  (30)  days  after a  Notice  of
Termination is given the party receiving such Notice of Termination notifies the
other  party  that a dispute  exists  concerning  the  termination,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written  agreement of the parties,  by a binding and final arbitration
award  or  by a  final  judgment,  order  or  decree  of a  court  of  competent
jurisdiction  (the time of appeal  therefrom having expired and no appeal having
been perfected).

                                      -14-


<PAGE>



          5. Compensation Upon Termination or During Disability.

               5.1  If  during  the  Service  Period  Roberts'  services  as  an
executive  or a  consultant  shall be  terminated  by reason of his  death,  the
Company shall continue to pay to Roberts'  surviving  spouse,  if any,  Roberts'
then Base Payment,  on a monthly basis for a period of five (5) years,  provided
that the payments to Roberts'  surviving spouse shall cease with the payment due
immediately  following her death. This death benefit shall be in addition to (x)
the Company's  obligation to provide to Roberts'  spouse during her lifetime all
health plan  benefits  which are  available  from time to time to the  Company's
highest paid employee, and (y) any other payments Roberts' spouse, beneficiaries
or estate may be entitled to receive pursuant to this Agreement (including,  but
not limited to,  Roberts' Cash Bonus with respect to any period then ended which
would have accrued to him on the basis of the  Company's  performance  but which
has not yet been paid (the "Accrued Cash Bonus")), as well as under any Deferred
Compensation  Arrangements,  Split-Dollar  Arrangements  or any other pension or
employee  benefit  plans  (collectively  these  arrangements  and plans shall be
referred to herein as the "Benefit Plans").

               5.2 During any period  that  Roberts  fails to perform his duties
hereunder as a result of incapacity due to physical or mental  illness,  Roberts
shall  continue to receive his Base Payment  until his  services are  terminated
pursuant to Section 4.2 hereof or until the end of the Service Period, whichever
occurs  first,  as well as any other  payments  he may be  entitled  to  receive
pursuant to this  Agreement  (including,  but not  limited to, his Accrued  Cash
Bonus) or any Benefit Plans.  After termination  pursuant to Section 4.2 hereof,
Roberts shall be paid for five (5) years,  on a monthly basis,  an annual amount
equal to his  Base  Payment  at the rate in  effect  at the time the  Notice  of
Termination is given, as well as any other amounts he may be entitled to receive
pursuant

                                      -15-


<PAGE>

to this Agreement or any Benefit Plans. In the event Roberts dies before the end
of the five (5) year payment  period,  his surviving  spouse,  if any,  shall be
entitled  to  receive  (i) the  remaining  payments  for the  period  as a death
benefit,  provided  that  these  payments  shall  cease  with  the  payment  due
immediately  following  her death;  and (ii) all benefits  described in the last
sentence of Section 5.1 hereof,  as if Roberts'  services had been terminated by
reason of his death.

               5.3 If  Roberts'  services  shall be  terminated  for Cause,  the
Company  shall pay Roberts his Base Payment due through the Date of  Termination
at the rate in effect at the time the  Notice  of  Termination  is given and the
Company  shall  have no further  obligation  to  Roberts  under this  Agreement,
including,  but not limited to, the obligation to make the payments provided for
in Sections 3 and 7 hereof.

               5.4 If, in breach of this Agreement,  the Company shall terminate
Roberts'  services  other than  pursuant  to Section 4.2 or 4.3 hereof (it being
understood  that a purported  termination  pursuant to Section 4.2 or 4.3 hereof
which is disputed  and  finally  determined  not to have been proper  shall be a
termination by the Company in breach of this Agreement), then,

                    (i) the Company  shall pay Roberts his Base Payment  through
the  Date of  Termination  at the rate in  effect  at the  time  the  Notice  of
Termination is given as well as any other amount, including his Cash Bonus, with
respect to any  period  then ended  which  would have  accrued to Roberts on the
basis of the Company's performance but which has not yet been paid to him;

                    (ii)  subsequent  to the Date of  Termination,  the  Company
shall pay as severance pay to Roberts on a monthly basis (or, in the case of his
Cash Bonus,  on the basis  provided  in the Cash Bonus  Plan) for the  remaining
Service Period an annual amount equal to

                                      -16-

<PAGE>



Roberts'  Base  Payment at the highest  annual rate in effect at any time during
the portion of the Service Period immediately  preceding the Date of Termination
and his Cash  Bonus;  provided  that  should  Roberts  die before the end of the
Service Period, Roberts' surviving spouse shall be entitled to the death benefit
provided in Section 5.1 hereof,  and all benefits described in the last sentence
of Section 5.1 hereof,  as if Roberts' services had been terminated by reason of
his death; and

                    (iii) the  Company  shall  maintain in full force and effect
for the continued  benefit of Roberts (and for his surviving spouse, as provided
in paragraph  (ii) above) for the remaining  Service  Period all (x) health plan
benefits available from time to time to the Company's highest paid employee, and
(y)  employee  benefit  plans and  programs  in which  Roberts  was  entitled to
participate  immediately  prior to the Date of Termination,  including,  without
limitation, the Benefit Plans.

               5.5 Roberts  shall not be required to mitigate  the amount of any
payment provided for in this Section 5 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 5 be reduced by
any compensation earned by Roberts as a result of employment by another employer
after the Date of Termination, or otherwise.

               5.6 Notwithstanding anything herein to the contrary, in the event
Roberts'  services  are  terminated  on or after the  occurrence  of a Change of
Control,  as defined in Section 3.10, such termination shall in no circumstances
be treated  under the terms of this  Agreement as a termination  for Cause,  and
Roberts  shall be entitled to the same benefits as are payable with respect to a
termination of Roberts' services subject to the provisions of Section 5.4.

          6.   Pre-Existing   Agreements.   Roberts  has  entered  into  certain
agreements  with the  Company  providing  for the  deferral  of  income  and the
maintenance of life insurance protection

                                      -17-


<PAGE>



for the Roberts  family,  and he is a participant in a  supplemental  retirement
plan and several split- dollar life insurance  plans  maintained by the Company.
Each of these agreements and plans (the "Pre-Existing Agreements") pre-date this
Agreement.  The parties  hereto intend that the  Pre-Existing  Agreements  shall
remain in full  force and  effect  and,  except as  expressly  provided  in this
Agreement,  the Company's  obligations and liabilities  thereunder  shall not be
affected in any way by the Company and Roberts  entering into this  Agreement or
by the termination of the Service Period.

          7. Split-Dollar Arrangements.

               7.1 Except as  otherwise  provided in Section 5.3  (relating to a
termination for Cause),  the Company shall satisfy during the Service Period and
continue  to  satisfy   thereafter  its  obligations   under  the   Split-Dollar
Arrangements  for  all  benefits  granted  to  Roberts  to  date  or  hereunder,
cumulatively,  including,  but not  limited  to, the payment of its share of the
annual premium,  and it shall also provide for the payment of an annual bonus to
Roberts or his spouse, as more fully described in Section 7.2 hereof,  until the
death of the last  survivor of Roberts  and his  spouse.  The form and amount of
death benefit and the method of financing  the payment of premiums  available to
Roberts  and his  family  under the 1992 and 1994  Split-Dollar  Plans  shall be
continued by the Company in a  substantially  similar manner even if the Company
terminates the 1992 and 1994 Split-Dollar Plans with respect to its other senior
executive officers.

               7.2 The annual  bonus  referred to in Section 7.1 hereof shall be
equal to the sum of (x), (y) and (z), where:

                                      -18-


<PAGE>



                                                                                
                                                  
                    (x) equals the portion of each  annual  premium for the year
which  must  be paid by the  owner  of the  insurance  policies  subject  to any
Split-Dollar Arrangements (the "Insurance Policies");

                    (y) equals (i) the  product  of the  portion of each  annual
premium  which  must be paid by the  owner  of the  Insurance  Policies  and the
highest marginal income tax rate, (ii) divided by one minus the highest marginal
income tax rate;  provided  that for this  purpose  the term  "highest  marginal
income tax rate" means the sum of the highest marginal combined local, state and
federal personal income tax rates (including any state unemployment compensation
tax rate,  any surtax rate as well as the Medicare  hospital  insurance tax rate
imposed on  employees  under the Federal  Insurance  Contributions  Act),  as in
effect for the calendar year as to which the bonus relates, where in determining
such tax rate the  highest  marginal  state and local  income tax rates shall be
reduced  by such  number of  percentage  points  as will give  effect to the tax
benefit  obtained  by  Roberts  (or his  surviving  spouse,  if  applicable)  in
connection with the deduction of state and local income taxes for federal income
tax purposes; and

                    (z) equals (i) the product of the highest  marginal gift tax
rate and each annual  premium  which must be paid by the owner of the  Insurance
Policies, (ii) divided by one minus the highest marginal gift tax rate; provided
that for this purpose the term  "highest  marginal gift tax rate" shall mean the
highest tax rate  (including  any surtax)  imposed under Section  2001(c) of the
Internal  Revenue Code of 1986,  as amended,  (or any  successor  provision)  as
applied to gifts made in the calendar year in which such premium is paid.

          8.  Confidential  Information.  The Company (as hereinafter  specially
defined for  purposes of Sections 8, 9, 10 and 11 hereof),  pursuant to Roberts'
employment hereunder, provides

                                      -19-
<PAGE>



him access to and confides in him business  methods and systems,  techniques and
methods of operation developed at great expense by the Company ("Trade Secrets")
and which Roberts  recognizes  to be unique  assets of the  Company's  business.
Roberts shall not, during or at any time after the Service  Period,  directly or
indirectly,  in any manner utilize or disclose to any person, firm, corporation,
association  or  other  entity,  except  (i)  where  required  by  law,  (ii) to
directors, consultants or employees of the Company in the ordinary course of his
duties or (iii) during his employment and in the ordinary course of his services
as  Chairman  of the Board for such use and  disclosure  as he shall  reasonably
determine to be in the best interest of the Company: (a) any such Trade Secrets,
(b) any sales prospects, customer lists, products, research or data of any kind,
or (c) any information relating to strategic plans, sales, costs, profits or the
financial  condition  of the  Company  or any of its  customers  or  prospective
customers, which are not generally known to the public or recognized as standard
practice in the industry in which the Company shall be engaged.  Roberts further
covenants and agrees that he will  promptly  deliver to the Company all tangible
evidence of the knowledge and information  described in (a), (b) and (c), above,
prior to or at the termination of Roberts' employment.

          9. Prohibited Public Statements and Promotion of Goodwill.

               9.1  Roberts  shall not,  either  during or at any time after the
termination of his employment,  make any public  statement  (including a private
statement reasonably likely to be repeated publicly) reflecting adversely on the
Company and its  business  prospects,  except for such  statements  which during
Roberts'  employment  he may be required to make in the  ordinary  course of his
service as Chairman of the Board.

                                      -20-


<PAGE>



               9.2 For a period of five (5) years  following the Service  Period
or following any termination of Roberts' service hereunder Roberts agrees,  that
while he is alive and not disabled,  he will perform such reasonable  ceremonial
functions  as the Company  may  request,  and will  promote  the  interests  and
goodwill of the Company in such  manner as the Company may  reasonably  request.
Roberts shall be entitled to receive  prompt  reimbursement  for all  reasonable
expenses  incurred by him in performing  such functions or duties  provided that
Roberts properly accounts for such expenses.

          10.  Noncompetition, Noninterference and Nonsolicitation.

               10.1 Subject to the geographic limitation of Section 10.2 hereof,
Roberts during the Service  Period and for a period of five (5) years  following
termination of his service in accordance with this Agreement shall not, directly
or  indirectly,  on  his  behalf  or  on  behalf  of  any  other  person,  firm,
corporation,  association or other entity,  as an employee or otherwise,  engage
in, or in any way be concerned with or negotiate for, or acquire or maintain any
ownership  interest  in  any  business  or  activity  which  is the  same  as or
competitive  with  that  conducted  by the  Company  at the  termination  of his
service,  or which was engaged in or developed by the Company at any time during
the Service Period for specific  implementation  in the immediate  future by the
Company.

               10.2 Roberts acknowledges that the Company is engaged in business
throughout  the  United  States and in various  foreign  countries  and that the
Company intends to expand the geographic  scope of its  activities.  Accordingly
and in view of the nature of his position and  responsibilities,  Roberts agrees
that the  provisions  of this Section shall be applicable to each state and each
foreign country,  possession or territory in which the Company may be engaged in
business  during the Service  Period,  or, with respect to Roberts'  obligations
following termination

                                      -21-


<PAGE>



of his  service,  at the  termination  of his  service or at any time within the
twelve-month period following the effective date of his termination of service.

               10.3 Roberts agrees that for a period of five (5) years following
termination  of service in  accordance  with this  Agreement,  Roberts will not,
directly or indirectly,  for himself or on behalf of any third party at any time
in any  manner,  request or cause any of the  Company's  customers  to cancel or
terminate any existing or  continuing  business  relationship  with the Company;
solicit,  entice,  persuade,  induce,  request or otherwise  cause any employee,
officer or agent of the  Company  to  refrain  from  rendering  services  to the
Company or to terminate his or her relationship,  contractual or otherwise, with
the  Company;  induce or attempt to  influence  any supplier to cease or refrain
from doing  business or to decline to do business  with the  Company;  divert or
attempt  to divert  any  supplier  from the  Company;  or induce or  attempt  to
influence  any  supplier to decline to do business  with any  businesses  of the
Company as such businesses are constituted  immediately prior to the termination
of service.

               10.4 Roberts agrees that for a period of five (5) years following
his termination of service in accordance  with this Agreement,  Roberts will not
directly or indirectly, for himself or on behalf of any third party, solicit for
business,  accept any business from or otherwise do, or contract to do, business
with any  person or entity  who,  at the time of, or any time  during the twelve
(12) months preceding such  termination,  was an active customer or was actively
solicited  by the Company  according to the books and records of the Company and
within the knowledge, actual or constructive of Roberts.

          11. Equitable Remedies.  Roberts acknowledges that his compliance with
the covenants in Sections 8, 9 and 10 of this  Agreement is necessary to protect
the good will and other

                                      -22-


<PAGE>



proprietary  interests of the Company and that, in the event of any violation by
Roberts of the provisions of Section 8, 9 or 10 of this  Agreement,  the Company
will sustain  serious,  irreparable  and substantial  harm to its business,  the
extent of which will be difficult to determine  and  impossible  to remedy by an
action at law for money damages. Accordingly,  Roberts agrees that, in the event
of such  violation  or  threatened  violation by Roberts,  the Company  shall be
entitled to any injunction before trial from any court of competent jurisdiction
as a matter of course and upon the  posting  of not more than a nominal  bond in
addition to all such other legal and  equitable  remedies as may be available to
the Company.  Roberts further agrees that, in the event any of the provisions of
Sections 8, 9 and 10 of this  Agreement  are  determined by a court of competent
jurisdiction to be contrary to any applicable  statute,  law or rule, or for any
reason  to be  unenforceable  as  written,  such  court may  modify  any of such
provisions so as to permit enforcement thereof as thus modified.

          12. Successors; Related Companies; Binding Agreement.

               12.1 The Company will require any  successor  (whether  direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company,  by agreement in
form and substance  satisfactory  to Roberts,  to expressly  assume and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform it if no such  succession  had taken place.
Failure of the Company to obtain such agreement  prior to the  effectiveness  of
any such  succession  shall be a breach  of this  Agreement  and  shall  entitle
Roberts to  compensation  from the  Company  in the same  amount and on the same
terms as he would be  entitled  to  hereunder  pursuant  to Section  5.4 hereof,
except that for purposes of  implementing  the foregoing,  the date on which any
such succession  becomes  effective shall be deemed the Date of Termination.  As
used in this Agreement, "Company"

                                      -23-


<PAGE>



shall mean the  Company  and any  successor  to its  business  and/or  assets as
aforesaid which executes and delivers the agreement provided for in this Section
12 or which  otherwise  becomes  bound by all the terms and  provisions  of this
Agreement by operation of law.

               12.2 For  purposes  of  Sections  8, 9, 10 and 11 hereof the term
"Company" shall mean Comcast Corporation  ("Comcast") as well as (i) each of its
more than fifty percent (50%) owned  subsidiaries  and (ii) each other entity in
which Comcast directly or indirectly has a greater than ten percent (10%) equity
interest,  the fair market value of which interest is in excess of  $50,000,000.
In determining  Comcast's equity interest for purposes of this Section 12.2, any
equity  interest  which Comcast has an option to purchase shall be considered as
owned by Comcast.

               12.3 This  Agreement  and all rights of Roberts  hereunder  shall
inure to the  benefit of and shall be binding  upon  Roberts'  personal or legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and  legatees.  If Roberts  should die while any amounts would still be
payable to him hereunder if he had continued to live,  all such amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to Roberts'  devisee,  legatee,  or other  designee or, if there be no
such designee, to Roberts' estate.

          13.  Entire  Agreement.  This  Agreement,  the  provisions of the 1993
Agreement recited in Section 23 hereof, the Pre-Existing Agreements described in
Section 6 hereof,  and the 1997 Split-Dollar  Agreement  constitute the full and
complete  understanding and agreement of Roberts and the Company  respecting the
subject matter hereof,  and supersede all prior  understandings  and agreements,
oral or  written,  express or  implied.  This  Agreement  may not be modified or
amended orally but only by an agreement in writing,  signed by the party against
whom enforcement of any waiver, change, modification,  extension or discharge is
sought.

                                      -24-


<PAGE>



          14.  Headings.   The  section  headings  of  this  Agreement  are  for
convenience of reference only and are not to be considered in the interpretation
of the terms and conditions of this Agreement.

          15.  Actions  by Board.  The  Company  is  governed  by its Board and,
accordingly,  all  references in this Agreement to the actions and discretion of
the Company are meant and deemed to refer to the actions and  discretion  of the
Board.

          16.  Notices.  Any notice required or permitted to be given under this
Agreement  shall be in writing  and shall be deemed to have been given when sent
by certified mail, postage prepaid, addressed as follows:

                           If to the Company:

                           35th Floor
                           1500 Market Street
                           Philadelphia, Pennsylvania 19102-2148

                                    Attn:  Corporate Secretary

                           If to Roberts, at his last known personal residence.

          Any party may change the persons and address to which notices or other
communications  are to be sent by giving  written  notice of such  change to the
other party in the manner provided herein for giving notice.

          17. Waiver of Breach. No waiver by either party of any condition or of
the breach by the other of any term or  covenant  contained  in this  Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition, or of the breach of any other term or

                                      -25-


<PAGE>



covenant set forth in this Agreement.  Moreover,  the failure of either party to
exercise any right hereunder shall not bar the later exercise thereof.

          18. Nonalienation.  Roberts shall not pledge, hypothecate,  anticipate
or in any way create a lien upon any amounts provided under this Agreement. This
Agreement and the benefits  payable  hereunder shall not be assignable by either
party without the prior written consent of the other;  provided,  however,  that
nothing in this Section shall preclude Roberts from designating a beneficiary to
receive  any  benefit  payable  hereunder  upon  his  death,  or the  executors,
administrators  or other  legal  representatives  of Roberts or his estate  from
assigning  any rights  hereunder to which they become  entitled to the person or
persons entitled thereto.

          19.  Governing  Law.  This  Agreement  is  entered  into and  shall be
construed  in  accordance  with  the  internal  laws  of  the   Commonwealth  of
Pennsylvania.

          20. Continuation of Covenants. The covenants and agreements of Roberts
set forth in  Sections  8, 9 and 10 hereof  shall  survive  any  termination  of
services,  shall continue thereafter,  and shall not expire unless and except as
may be expressly set forth in Sections 8, 9 and 10 hereof.

          21. Invalidity or  Unenforceability.  If any term or provision of this
Agreement  is  held  to be  invalid  or  unenforceable,  for  any  reason,  such
invalidity or enforceability shall not affect any other term or provision hereof
and this Agreement shall continue in full force and effect as if such invalid or
unenforceable   term  or  provision   (to  the  extent  of  the   invalidity  or
unenforceability) had not been contained herein.

                                      -26-


<PAGE>



          22.  Counterparts.  This  Agreement  may  be  executed  in on or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

          23.  Effect  on  1993  Agreement  and on  Certain  Conditions  to 1996
Split-Dollar Agreement.

               23.1 This Agreement is intended to replace and supersede the 1993
Agreement, except for Sections 3(b), 3(c), 3(e), 3(i), 5, 6, 7, 8 (including, as
to Section 8, the definition of "Options" in the Recitals of the 1993 Agreement,
which definition is hereby amended to include any and all non-qualified  options
issued or to be issued  subsequent to March 16, 1994) and 13 through 23 thereof,
all of which provisions of the 1993 Agreement shall remain in effect, as well as
any other provisions of the 1993 Agreement (to the extent not inconsistent  with
this  Agreement)  which are necessary to remain in effect in order to effectuate
any or all of the above-referenced provisions.

               23.2   Concurrent   with  approval  of  this   Agreement  by  the
Subcommittee,  the Subcommittee rescinded its resolutions adopted at its meeting
of April 15, 1996 relating to amendment of Roberts' 1996 Split-Dollar  Agreement
to condition entitlements  thereunder on a performance test (contained in Item C
of the minutes of the meeting of such date).

                                      -27-
<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written.

Attest:                                COMCAST CORPORATION
/s/ Stanley Wang                       By: /s/ Lawrence S. Smith
Secretary                                 Title: Executive Vice President


Witness:
/s/ John H. Schnapin                   /s/ Ralph J. Roberts
                                       Ralph J. Roberts




                                      -28-

<PAGE>

                                   APPENDIX A


                             1997 SPLIT-DOLLAR LIFE
                               INSURANCE AGREEMENT


         THIS  AGREEMENT,  made as of the _____ day of  ________,  1997,  by and
among Comcast Corporation,  a Pennsylvania  corporation  (hereinafter called the
"Corporation"),  Ralph J. Roberts, Sr., an executive of the Corporation who is a
resident  of  the   Commonwealth   of  Pennsylvania   (hereinafter   called  the
"Employee"),  and Sheldon M. Bonovitz,  Trustee U/T/A of Ralph J. and Suzanne F.
Roberts, dated _________________, 1997 (hereinafter called the "Owner").

                                 R E C I T A L S


         WHEREAS,  the Employee has rendered  loyal and valuable  service to the
Corporation; and

         WHEREAS,  the Employee and the Corporation have previously entered into
several  split-dollar  life  insurance  agreements  in  order  to  provide  life
insurance protection for the Employee's family; and

         WHEREAS,  the  Corporation  wishes  to  help  provide  additional  life
insurance  protection for the Employee's  family under certain  policies of life
insurance  insuring  the life of last  survivor of the  Employee  and his spouse
(hereinafter  individually  referred to as a "Policy"  and  collectively  as the
"Policies"),  which are  described  on  Schedule A  attached  hereto and by this
reference made a part hereof, and which were issued by the insurance companies

                                       -1-

<PAGE>



identified in Schedule A (hereinafter individually referred to as
an "Insurer"); and

         WHEREAS, the Owner is the owner of the Policies and, as such,
possesses all incidents of ownership in and to the Policies; and

         WHEREAS,  the  Corporation  is  willing  through  a  split-dollar  life
insurance arrangement to advance on behalf of the Owner a certain portion of the
annual premiums due on the Policies on the terms and conditions  hereinafter set
forth; and

         WHEREAS,  the  Corporation  wishes  to have the  Policies  collaterally
assigned  to it by the Owner,  in order to secure the  repayment  of the amounts
which it will pay toward the premiums on the Policies; and

         WHEREAS, it is the desire of the parties to set forth the extent of the
Corporation's  security  interest in the aggregate cash  surrender  value of the
Policies and in the proceeds thereof;

         NOW THEREFORE, in consideration of the premises and the mutual promises
contained  herein and intending to be legally bound, the parties hereby agree as
follows:

         1.  Policies.  The parties  hereto have taken all  necessary  action to
cause each Insurer to issue its Policy,  and shall take any further action which
may be  necessary  to cause each  Policy to conform  to the  provisions  of this
Agreement.  The parties  hereto  agree that each Policy  shall be subject to the
terms and conditions of this Agreement and of the  collateral  assignment  filed
with the Insurer relating to its Policy.

                                       -2-

<PAGE>



         2. Ownership  Rights.  Except as may otherwise be provided herein,  the
Owner shall be the sole and absolute owner of the Policies, and may exercise all
ownership  rights  granted to the owner  thereof  by the terms of the  Policies,
subject to the security  interest of the Corporation as created pursuant to this
Agreement.

         3. Payment of Premiums.

                  a. On or before the due date of each annual Policy premium, or
within the grace period provided  therein,  the  Corporation  shall pay the full
amount of the premium  which is in excess of the  portion of the  premium  which
would be includable in the Employee's  gross income for federal and state income
tax  purposes,  if not paid by the Employee  (the  "Non-Taxable  Portion").  The
Corporation  shall, upon request,  promptly furnish the Owner evidence of timely
payment of such premium.  The payment of such Non-Taxable Portion of the premium
shall be treated as an advance from the Corporation to the Owner.

                  b. The  portion  of each  annual  Policy  premium  which is in
excess of the  Non-Taxable  Portion shall also be paid by the Corporation at the
same time as the Non-Taxable Portion is paid, and shall constitute compensation.

                  c. If the  Employee  dies and his  spouse  survives  him,  the
Corporation  shall continue to (i) make advances to the Owner for the purpose of
paying  annual  premiums  pursuant  to  Section  3(a)  hereof,  and (ii) pay the
Non-Taxable  Portion of the annual  Policy  premium as provided in Section  3(b)
hereof, for the balance of the surviving spouse's life.

                                       -3-

<PAGE>

                  d.  The  obligation  of the  Corporation  to make  the  annual
payments  provided in this  Section 3 shall be  governed by Section  4(c) of the
Compensation and Deferred Compensation Agreement executed by the Corporation and
the Employee as of September 16, 1997 (the "Employment Agreement"). Accordingly,
if it is determined  that the Employee's  services are terminated for "Cause" as
defined in Section 4(c) of the Employment Agreement,  the Corporation shall have
no further  obligation  to make  payments  under this  Section 3  following  the
Employee's  Date  of  Termination,  as  determined  under  Section  4(e)  of the
Employment Agreement.

         4. Bonus.  Following the payment of each annual Policy premium for each
year that an annual Policy premium is paid, the Corporation agrees to pay to the
Employee (or his surviving  spouse,  if applicable)  the following  supplemental
amounts (none of which shall be considered advances) (the "Bonus"):

                  (1) An income tax gross-up  amount equal to (i) the product of
         the  portion of each annual  premium  amount  paid under  Section  3(b)
         hereof and the highest  marginal  income tax rate,  (ii) divided by one
         minus the  highest  marginal  income  tax rate.  For  purposes  of this
         Section 4, the term "highest  marginal  income tax rate" shall mean the
         sum of the highest marginal combined local,  state and federal personal
         income tax rates  (including any state  unemployment  compensation  tax
         rate,  any surtax rate as well as the Medicare  hospital  insurance tax
         rate imposed on employees under the Federal Insurance Contributions

                                       -4-

<PAGE>



         Act), as in effect for the calendar year as to which the bonus relates,
         provided that in determining  such tax rate the highest  marginal state
         and  local  income  tax  rates  shall  be  reduced  by such  number  of
         percentage  points as will give effect to the tax  benefit  obtained by
         the Employee in connection with his deduction of state and local income
         taxes for federal income tax purposes.

                  (2) A gift tax gross-up amount equal to (i) the product of the
         highest  marginal  gift tax rate and each  annual  premium  amount paid
         under  Section  3(b)  hereof,  (ii)  divided  by one minus the  highest
         marginal  gift tax  rate.  For  purposes  of this  Section  4, the term
         "highest  marginal  gift tax  rate"  shall  mean the  highest  tax rate
         (including  any surtax)  imposed under Section  2001(c) of the Internal
         Revenue  Code of 1986,  as amended,  (or any  successor  provision)  as
         applied to gifts made in the  calendar  year in which a premium is paid
         under Section 3(b) hereof.

                  a. All Bonuses to be paid under this  Agreement are subject to
applicable tax withholding requirements.

                  b. All  determinations  which are necessary or appropriate for
purposes  of  Section 4 hereof  shall be made,  in its sole  discretion,  by the
Subcommittee and such  determinations  shall be final and binding on all parties
to this Agreement.

         5. Collateral Assignment. To secure the repayment to the Corporation of
the   amounts   advanced  by  it  to  the  Owner   hereunder,   the  Owner  has,
contemporaneously   herewith,   assigned  each  Policy  to  the  Corporation  as
collateral, under instruments which in all

                                       -5-

<PAGE>



material  respects are the same as the form  attached  hereto as Addendum A. The
collateral  assignment  of a Policy to the  Corporation  hereunder  shall not be
terminated, altered or amended by the Owner, without the express written consent
of the  Corporation.  The parties  hereto agree to take all action  necessary to
cause each collateral assignment to conform to the provisions of this Agreement.
In the event of any  inconsistency  between the terms of this  Agreement and the
terms of a collateral assignment, the terms of this Agreement shall control.

         6.  Limitation  on  Policy  Disposition.   During  the  period  that  a
collateral assignment of a Policy is in effect, the Owner shall not borrow from,
pledge,  transfer or assign the Policy and shall not sell,  surrender  or cancel
the Policy, change the beneficiary  designation provision thereof, nor terminate
the  dividend  election  thereof  without  the  express  written  consent of the
Corporation, which consent shall not be unreasonably withheld.

         7.       Policy Proceeds.

                  a. Upon the death of the Employee (or his surviving spouse, if
applicable),  the  Corporation  and the Owner  shall  promptly  take all  action
necessary to obtain the death benefit provided under each Policy.

                  b. The Corporation shall have the unqualified right to receive
a portion  of each  death  benefit  equal to the  total  amount  advanced  by it
pursuant to Section  3(a)  hereof.  The balance of each death  benefit,  if any,
shall be paid directly to the  beneficiary  or  beneficiaries  designated by the
Owner,  in the manner and in the amount or amounts  provided in the  beneficiary
designation provision of the applicable Policy. In no event shall

                                       -6-

<PAGE>



the  amount  payable to the  Corporation  hereunder  exceed the Policy  proceeds
payable at the death of the Employee (or his surviving  spouse,  if applicable).
No amount shall be paid from the proceeds to the  beneficiary  or  beneficiaries
designated by the Owner until the full amount due the Corporation  hereunder has
been paid. The parties hereto agree that the beneficiary  designation  provision
of each Policy shall conform to the provisions hereof.

         8.       Termination.

                  a. This Agreement shall  terminate,  without notice,  upon the
occurrence  of any of the  following  events:  (1) the  total  cessation  of the
business of the Corporation, (2) the bankruptcy,  receivership or dissolution of
the  Corporation,  or (3) the  surrender  of the  Policies by the Owner with the
written consent of the Corporation as provided in Section 7.

                  b. In addition, either the Owner or the Employee may terminate
this Agreement by written notice to the other parties hereto.  Such  termination
shall  be  effective  as of the date of such  notice.  The  Corporation  may not
terminate this Agreement.

         9.       Release of Policy Collateral.

                  a. For sixty  (60) days  after the  earlier of the date of the
termination  of this  Agreement or the date on which the  Corporation's  payment
obligation  ceases under Section 3(d) hereof as a result of the  termination  of
the Employee's  services for Cause, the Owner shall have the option of obtaining
the release of each  collateral  assignment of a Policy to the  Corporation.  To
obtain such release,  the Owner shall pay or cause to be paid to the Corporation
an amount equal to the Policy's then cash surrender

                                       -7-

<PAGE>



value. Upon receipt of such amount, the Corporation shall release the collateral
assignment  of the Policy,  by the  execution  and  delivery  of an  appropriate
instrument of release.

                  b. If the Owner  fails to  exercise  such  option  within such
sixty (60) day period,  then the  Corporation may enforce its right to be repaid
the amount set forth in Section (a), above,  by  surrendering  the Policy to the
Insurer in  exchange  for the  Policy's  cash  surrender  value  pursuant to the
collateral  assignment  of the  Policy.  Thereafter,  neither  the Owner nor the
Employee's  respective  heirs,  assigns or beneficiaries  shall have any further
interest  in and to the  Policy,  either  under the terms  thereof or under this
Agreement.

         10. Insurer.  An Insurer shall be fully discharged from its obligations
under a Policy by payment  of the Policy  death  benefit to the  beneficiary  or
beneficiaries  named in the Policy,  subject to the terms and  conditions of the
Policy. In no event shall an Insurer be considered a party to this Agreement, or
any modification or amendment hereof. No provision of this Agreement, nor of any
modification  or amendment  hereof,  shall in any way be construed as enlarging,
changing,  varying,  or in any other way affecting the obligations of an Insurer
as expressly provided in the Policy, except insofar as the provisions hereof are
made a part of the Policy by the collateral assignment executed by the Owner and
filed with the Insurer in connection herewith.

         11. Amendment.  This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties

                                       -8-

<PAGE>

hereto,  or their  respective  successors  or assigns,  and may not be otherwise
terminated except as provided herein.

         12. Succession. This Agreement shall be binding upon and shall inure to
the benefit of the Corporation and its successors and assigns, and the Employee,
the  Owner,  and  their  respective  successors,   assigns,   heirs,  executors,
administrators and beneficiaries.

         13. Notices. Any notice,  consent or demand required or permitted to be
given under the provisions of this Agreement  shall be in writing,  and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto,  it shall be sent by United States  certified mail,
postage  prepaid,  addressed to such party's last known  address as shown on the
records of the Corporation. The date of such mailing shall be deemed the date of
notice, consent or demand.

         14.  Captions.  The captions of the  Sections  herein are inserted as a
matter of convenience of reference only and in no way define,  limit or describe
the scope of this Agreement or any provisions hereof.

         15.  Governing  Law.  This  Agreement,  and the  rights of the  parties
hereunder,  shall be governed by and construed in  accordance  with the internal
laws  of  the  Commonwealth  of  Pennsylvania  and  shall  be  enforced  in  the
Commonwealth of Pennsylvania.

         16. Trust  Agreement.  Recognizing that the Owner is a trustee and that
the  Policies  are held in  trust,  the  parties  agree  that the  terms of this
Agreement shall control in the event of any

                                       -9-

<PAGE>

inconsistencies between the terms of this Agreement and the terms
of any trust agreement.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this Agreement to be
executed by its duly  authorized  officers  and the  Employee and the Owner have
hereunto set their hands and seals as of the date first above written.

Attest:                                     COMCAST CORPORATION



________________________                    By:___________________________
         Secretary                             Title:



                                               ___________________________
                                               Ralph J. Roberts, Sr.



                                               ___________________________
                                               Sheldon M. Bonovitz, Trustee
                                               U/T/A of Ralph J. and Suzanne
                                               F. Roberts, dated  _________,
                                               1997










                                      -10-

<PAGE>


                                   Schedule A


         The  following  life  insurance  policies  are  subject  to  this  1997
Split-Dollar Life Insurance Agreement:

Insurer                   Policy No.                          Death Benefit


                                      -11-