COMCAST CORPORATION

                             1996 STOCK OPTION PLAN

                (As Amended and Restated, Effective May 1, 1997)


                  1.       Purpose of Plan

                  The purpose of the Plan is to assist the Company in retaining
valued employees, officers and directors by offering them a greater stake in the
Company's success and a closer identity with it, and to aid in attracting
individuals whose services would be helpful to the Company and would contribute
to its success.

                  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) "Board" means the board of directors of the
Sponsor.

                           (c) "Cash Right" means any right to receive cash in
lieu of Shares granted under the Plan and described in Paragraph 3(a)(iii).

                           (d) "Cause" means:

                                (i) for an employee of a Company, a finding by
     the Committee, after full consideration of the facts presented on behalf of
     both the Company and the employee, that the employee has breached his
     employment contract with a Company, has disclosed trade secrets of a
     Company or has been engaged in any sort of disloyalty to a Company,
     including, without limitation, fraud, embezzlement, theft, commission of a
     felony or proven dishonesty in the course of his employment.

                                (ii) for a Non-Employee Director, a finding by
     the Committee, after full consideration of the facts presented on behalf of
     both the Company and the Director, that such Non-Employee Director has
     disclosed trade secrets of a Company, or has been engaged in any sort of
     disloyalty to a Company, including, without

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     limitation, fraud, embezzlement, theft, commission of a felony or proven
     dishonesty in the course of his service as a Non-Employee Director.

                           (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 owns
then-outstanding securities of the Sponsor having more than 50 percent of the
voting power for the election of directors of the Sponsor.

                           (f) "Code" means the Internal Revenue Code of 1986,
as amended.

                           (g) "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 1997 Deferred Stock Option Plan,
the Comcast Corporation 1990 Restricted Stock Plan and the Comcast Corporation
1987 Stock Option Plan.

                           (h) "Committee" means the committee described in
Paragraph 5.

                           (i) "Common Stock" means the Sponsor's Class A
Special Common Stock, par value, $1.00.

                           (j) "Company" means the Sponsor and each of the
Parent Companies and Subsidiary Companies.

                           (k) "Date of Grant" means the date as of which an
Option is granted.

                           (l) "Disability" means a disability within the
meaning of section 22(e)(3) of the Code.

                           (m) "Election Date" means the date on which an
individual is first elected to the Board as a Non-Employee Director, or is
elected to the Board as a Non-Employee Director following a period of one year
or more during which such individual was not a member of the Board.

                           (n) "Fair Market Value." 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, or, 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.

                           (o) "Grant Date" means each February 1st after the
date of adoption of the Plan by the Board.

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                           (p) "Immediate Family" means an Optionee's spouse and
lineal descendants, any trust all beneficiaries of which are any of such persons
and any partnership all partners of which are any of such persons.

                           (q) "Incentive Stock Option" means an Option granted
under the Plan, designated by the Committee at the time of such grant as an
Incentive Stock Option within the meaning of section 422 of the Code and
containing the terms specified herein for Incentive Stock Options; provided,
however, that to the extent an Option granted under the Plan and designated by
the Committee at the time of grant as an Incentive Stock Option fails to satisfy
the requirements for an incentive stock option under section 422 of the Code for
any reason, such Option shall be treated as a Non-Qualified Option.

                           (r) "Non-Employee Director" means an individual who
is a member of the Board, and who is not an employee of a Company, including an
individual who is a member of the Board and who previously was an employee of a
Company.

                           (s) "Non-Qualified Option" means:

                                (i) an Option granted under the Plan, designated
     by the Committee at the time of such grant as a Non-Qualified Option and
     containing the terms specified herein for Non-Qualified Options; and

                                (ii) an Option granted under the Plan and
     designated by the Committee at the time of grant as an Incentive Stock
     Option, to the extent such Option fails to satisfy the requirements for an
     incentive stock option under section 422 of the Code for any reason.

                           (t) "Option" means any stock option granted under the
Plan and described in either Paragraph 3(a)(i) or Paragraph 3(a)(ii).

                           (u) "Optionee" means a person to whom an Option has
been granted under the Plan, which Option has not been exercised in full and has
not expired or terminated.

                           (v) "Other Available Shares" means, as of any date,
the excess, if any of:

                                (i) the total number of Shares owned by an
     Optionee; over

                                (ii) the sum of:

                                      (x) the number of Shares owned by such
                                          Optionee for less than six months;
                                          plus


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                                      (y) the number of Shares owned by such
                                          Optionee that has, within the
                                          preceding six months, been the subject
                                          of a withholding certification
                                          pursuant to Paragraph 16(b) or any
                                          similar withholding certification
                                          under any other Comcast Plan; plus

                                      (z) the number of Shares owned by such
                                          Optionee 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 Sponsor
                                          or an Affiliate under any Comcast
                                          Plan, but only to the extent of the
                                          number of Shares surrendered.

For purposes of this Paragraph 2(v), a Share that is subject to a deferral
election pursuant to another Comcast Plan shall not be treated as owned by an
Optionee until all conditions to the delivery of such Share have lapsed. For
purposes of Paragraphs 7(d), 8(d) and 16(b), the number of Other Available
Shares shall be determined separately for the Sponsor's Class A Special Common
Stock, par value, $1.00, and for the Sponsor's Class A Common Stock, par value,
$1.00.

                           (w) "Outside Director" means a member of the Board
who is an "outside director" within the meaning of section 162(m)(4)(C) of the
Code and applicable Treasury Regulations issued thereunder.

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

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

                           (z) "Plan" means the Comcast Corporation 1996 Stock
Option Plan.

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

                                (i) Ralph J. Roberts;

                                (ii) a lineal descendant of Ralph J. Roberts; or

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

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                           (bb) "Share" or "Shares" means:

                                (i) for all purposes of the Plan, a share or
     shares of Common Stock or such other securities issued by the Sponsor as
     may be the subject of an adjustment under Paragraph 11.

                                (ii) solely for purposes of Paragraphs 2(n),
     2(v), 7(d), 8(d) and 16(b), the term "Share" or "Shares" also means a share
     or shares of the Sponsor's Class A Common Stock, par value, $1.00.

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

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

                           (ee) "Ten Percent Shareholder" means a person who on
the Date of Grant owns, either directly or within the meaning of the attribution
rules contained in section 424(d) of the Code, stock possessing more than 10% of
the total combined voting power of all classes of stock of his employer
corporation or of its parent or subsidiary corporations, as defined respectively
in sections 424(e) and (f) of the Code, provided that the employer corporation
is a Company.

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

                                (i) the liquidation of the Sponsor; or

                                (ii) a Change of Control.

                           (gg) "Third Party" means any Person other than a
Company, together with such Person's Affiliates, provided that the term "Third
Party" shall not include the Sponsor, an Affiliate of the Sponsor or any member
or members of the Roberts Family.

                           (hh) "1933 Act" means the Securities Act of 1933, as
amended.

                           (ii) "1934 Act" means the Securities Exchange Act of
1934, as amended.


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                  3.       Rights To Be Granted

                           (a) Types of Options and Other Rights Available for
Grant. Rights that may be granted under the Plan are:

                                (i) Incentive Stock Options, which give an
     Optionee who is an employee of a Company the right for a specified time
     period to purchase a specified number of Shares for a price not less than
     the Fair Market Value on the Date of Grant;

                                (ii) Non-Qualified Options, which give the
     Optionee the right for a specified time period to purchase a specified
     number of Shares for a price determined by the Committee; and

                                (iii) Cash Rights, which give an Optionee the
     right for a specified time period, and subject to such conditions, if any,
     as shall be determined by the Committee and stated in the option document,
     to receive a cash payment of such amount per Share as shall be determined
     by the Committee and stated in the option document, in lieu of exercising a
     Non-Qualified Option.

                           (b) Limit on Grant of Options. The maximum number of
Shares for which Options may be granted to any single individual in any calendar
year, adjusted as provided in Section 11, shall be 1,000,000 Shares.

                           (c) Presumption of Incentive Stock Option Status.
Each Option granted under the Plan to an employee of a Company is intended to be
an Incentive Stock Option, except to the extent any such grant would exceed the
limitation of Paragraph 9 and except for any Option specifically designated at
the time of grant as an Option that is not an Incentive Stock Option.

                  4.       Shares Subject to Plan

                  Subject to adjustment as provided in Paragraph 11, not more
than 20,000,000 Shares in the aggregate may be issued pursuant to the Plan upon
exercise of Options. Shares delivered pursuant to the exercise of an Option may,
at the Sponsor's option, be either treasury Shares or Shares originally issued
for such purpose. If an Option covering Shares terminates or expires without
having been exercised in full, other Options may be granted covering the Shares
as to which the Option terminated or expired.


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                  5.       Administration of Plan

                           (a) Committee. The Plan shall be administered by the
Subcommittee on Performance Based Compensation of the Compensation Committee of
the Board or any other committee or subcommittee designated by the Board,
provided that the committee administering the Plan is composed of two or more
non-employee members of the Board, each of whom is an Outside Director.
Notwithstanding the foregoing, if Non-Employee Directors are granted Options in
accordance with the provisions of Paragraph 8, the directors to whom such
Options will be granted, the timing of grants of such Options, the Option Price
of such Options and the number of Option Shares included in such Options shall
be as specifically set forth in Paragraph 8. No member of the Committee shall
participate in the resolution of any issue that exclusively involves an Option
granted to such member.

                           (b) 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.

                           (c) 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 Options 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 5(c) shall not apply to
the responsibility or liability of a member of the Committee pursuant to any
criminal statute.

                           (d) 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 Sponsor to the
fullest extent provided by applicable law and the Sponsor's By-laws in
connection with or arising out of any actions, suit or proceeding with respect
to the administration of the Plan or the granting of Options thereunder in which
he may be involved by reasons of his being or having been a member of the
Committee, whether or not he continues to be such member of the Committee at the
time of the action, suit or proceeding.

                  6.       Eligibility

                           (a) Eligible individuals to whom Options may be
granted shall be employees, officers or directors of a Company who are selected
by the Committee for the grant of Options. Eligible individuals to whom Cash
Rights may be granted shall be individuals who are employees of a Company on the
Date of Grant. The terms and conditions of Options granted to individuals other
than Non-Employee Directors shall be determined by the Committee, subject to
Paragraph 7. The terms and conditions of Cash Rights shall be determined by the
Committee,

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subject to Paragraph 7. The terms and conditions of Options granted to
Non-Employee Directors shall be determined by the Committee, subject to
Paragraph 8.

                           (b) An Incentive Stock Option shall not be granted to
a Ten Percent Shareholder except on such terms concerning the option price and
term as are provided in Paragraph 7(b) and 7(g) with respect to such a person.
An Option designated as Incentive Stock Option granted to a Ten Percent
Shareholder but which does not comply with the requirements of the preceding
sentence shall be treated as a Non-Qualified Option. An Option designated as an
Incentive Stock Option shall be treated as a Non-Qualified Option if the
Optionee is not an employee of a Company on the Date of Grant.

                  7.       Option Documents and Terms - In General

                  All Options granted to Optionees other than Non-Employee
Directors shall be evidenced by option documents. The terms of each such option
document shall be determined from time to time by the Committee, consistent,
however, with the following:

                           (a) Time of Grant. All Options shall be granted
within 10 years from the earlier of (i) the date of adoption of the Plan by the
Board, or (ii) approval of the Plan by the shareholders of the Sponsor.

                           (b) Option Price. The option price per Share with
respect to any Option shall be determined by the Committee, provided, however,
that with respect to any Incentive Stock Options, the option price per share
shall not be less than 100% of the Fair Market Value of such Share on the Date
of Grant, and provided further that with respect to any Incentive Stock Options
granted to a Ten Percent Shareholder, the option price per Share shall not be
less than 110% of the Fair Market Value of such Share on the Date of Grant.

                           (c) Restrictions on Transferability. No Option
granted under this Paragraph 7 shall be transferable otherwise than by will or
the laws of descent and distribution and, during the lifetime of the Optionee,
shall be exercisable only by him or for his benefit by his attorney-in-fact or
guardian; provided that the Committee may, in its discretion, at the time of
grant of a Non-Qualified Option or by amendment of an option document for an
Incentive Stock Option or a Non-Qualified Option, provide that Options granted
to or held by an Optionee may be transferred, in whole or in part, to one or
more transferees and exercised by any such transferee; provided further that (i)
any such transfer is without consideration and (ii) each transferee is a member
of such Optionee's Immediate Family; and provided further that any Incentive
Stock Option granted pursuant to an option document which is amended to permit
transfers during the lifetime of the Optionee shall, upon the effectiveness of
such amendment, be treated thereafter as a Non-Qualified Option. No transfer of
an Option shall be effective unless the Committee is notified of the terms and
conditions of the transfer and the Committee determines that the transfer
complies with the requirements for transfers of Options under the Plan and the
option document. Any person to whom an Option has been transferred may

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exercise any Options only in accordance with the provisions of Paragraph 7(g)
and this Paragraph 7(c).

                           (d) Payment Upon Exercise of Options. Full payment
for Shares purchased upon the exercise of an Option shall be made in cash, by
certified check payable to the order of the Sponsor, or, at the election of the
Optionee and as the Committee may, in its sole discretion, approve, by
surrendering Shares with an aggregate Fair Market Value equal to the aggregate
option price, or by delivering such combination of Shares and cash as the
Committee may, in its sole discretion, approve; provided, however, that Shares
may be surrendered in satisfaction of the option price only if the Optionee
certifies in writing to the Sponsor that the Optionee owns a number of Other
Available Shares as of the date the Option is exercised that is at least equal
to the number of Shares to be surrendered in satisfaction of the Option Price;
provided further, however, that the option price may not be paid in Shares if
the Committee determines that such method of payment would result in liability
under section 16(b) of the 1934 Act to an Optionee. Except as otherwise provided
by the Committee, if payment is made in whole or in part in Shares, the Optionee
shall deliver to the Sponsor certificates registered in the name of such
Optionee representing Shares legally and beneficially owned by such Optionee,
free of all liens, claims and encumbrances of every kind and having a Fair
Market Value on the date of delivery that is not greater than the option price
accompanied by stock powers duly endorsed in blank by the record holder of the
Shares represented by such certificates. If the Committee, in its sole
discretion, should refuse to accept Shares in payment of the option price, any
certificates representing Shares which were delivered to the Sponsor shall be
returned to the Optionee with notice of the refusal of the Committee to accept
such Shares in payment of the option price. The Committee may impose such
limitations and prohibitions on the use of Shares to exercise an Option as it
deems appropriate.

                           (e) Issuance of Certificate Upon Exercise of Options;
Payment of Cash. Only whole Shares shall be issuable upon exercise of Options.
Any right to a fractional Share shall be satisfied in cash. Upon satisfaction of
the conditions of Paragraph 10, a certificate for the number of whole Shares and
a check for the Fair Market Value on the date of exercise of any fractional
Share to which the Optionee is entitled shall be delivered to such Optionee by
the Sponsor.

                           (f) Termination of Employment. For purposes of the
Plan, a transfer of an employee between two employers, each of which is a
Company, shall not be deemed a termination of employment. For purposes of
Paragraph 7(g), an Optionee's termination of employment shall be deemed to occur
on the date an Optionee ceases to serve as an active employee of a Company, as
determined by the Committee in its sole discretion, or, if the Optionee is a
party to an employment agreement with a Company, on the effective date of the
Optionee's termination of employment as determined under such agreement.

                           (g) Periods of Exercise of Options. An Option shall
be exercisable in whole or in part at such time or times as may be determined by
the Committee and stated in the

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option document, provided, however, that if the grant of an Option would be
subject to section 16(b) of the 1934 Act, unless the requirements for exemption
therefrom in Rule 16b-3(c)(1), under such Act, or any successor provision, are
met, the option document for such Option shall provide that such Option is not
exercisable until not less than six months have elapsed from the Date of Grant.
Except as otherwise provided by the Committee in its discretion, no Option shall
first become exercisable following an Optionee's termination of employment for
any reason; provided further, that:

                                (i) In the event that an Optionee terminates
          employment with the Company for any reason other than death or Cause,
          any Option held by such Optionee and which is then exercisable shall
          be exercisable for a period of 90 days following the date the Optionee
          terminates employment with the Company (unless a longer period is
          established by the Committee); provided, however, that if such
          termination of employment with the Company is due to the Disability of
          the Optionee, he shall have the right to exercise those of his Options
          which are then exercisable for a period of one year following such
          termination of employment (unless a longer period is established by
          the Committee); provided, however, that in no event shall an Incentive
          Stock Option be exercisable after five years from the Date of Grant in
          the case of a grant to a Ten Percent Shareholder, nor shall any other
          Option be exercisable after ten years from the Date of Grant.

                                (ii) In the event that an Optionee terminates
          employment with the Company by reason of his death, any Option held at
          death by such Optionee which is then exercisable shall be exercisable
          for a period of one year from the date of death (unless a longer
          period is established by the Committee) by the person to whom the
          rights of the Optionee shall have passed by will or by the laws of
          descent and distribution; provided, however, that in no event shall an
          Incentive Stock Option be exercisable after five years from the Date
          of Grant in the case of a grant to a Ten Percent Shareholder, nor
          shall any other Option be exercisable after ten years from the Date of
          Grant.

                                (iii) In the event that an Optionee's employment
          with the Company is terminated for Cause, each unexercised Option held
          by such Optionee shall terminate and cease to be exercisable; provided
          further, that in such event, in addition to immediate termination of
          the Option, the Optionee, upon a determination by the Committee shall
          automatically forfeit all Shares otherwise subject to delivery upon
          exercise of an Option but for which the Sponsor has not yet delivered
          the Share certificates, upon refund by the Sponsor of the option
          price.

                           (h) Date of Exercise. The date of exercise of an
Option shall be the date on which written notice of exercise, addressed to the
Sponsor at its main office to the

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attention of its Secretary, is hand delivered, telecopied or mailed first class
postage prepaid; provided, however, that the Sponsor shall not be obligated to
deliver any certificates for Shares pursuant to the exercise of an Option until
the Optionee shall have made payment in full of the option price for such
Shares. Each such exercise shall be irrevocable when given. Each notice of
exercise must (i) specify the Incentive Stock Option, Non-Qualified Option or
combination thereof being exercised; and (ii) include a statement of preference
(which shall binding on and irrevocable by the Optionee but shall not be binding
on the Committee) as to the manner in which payment to the Sponsor shall be made
(Shares or cash or a combination of Shares and cash). Each notice of exercise
shall also comply with the requirements of Paragraph 15.

                           (i) Cash Rights. The Committee may, in its sole
discretion, provide in an option document for an eligible Optionee that Cash
Rights shall be attached to Non-Qualified Options granted under the Plan. All
Cash Rights that are attached to Non-Qualified Options shall be subject to the
following terms:

                                (i) Such Cash Right shall expire no later than
          the Non- Qualified Option to which it is attached.

                                (ii) Such Cash Right shall provide for the cash
          payment of such amount per Share as shall be determined by the
          Committee and stated in the option document.

                                (iii) Such Cash Right shall be subject to the
          same restrictions on transferability as the Non-Qualified Option to
          which it is attached.

                                (iv) Such Cash Right shall be exercisable only
          when such conditions to exercise as shall be determined by the
          Committee and stated in the option document, if any, have been
          satisfied.

                                (v) Such Cash Right shall expire upon the
          exercise of the Non- Qualified Option to which it is attached.

                                (vi) Upon exercise of a Cash Right that is
          attached to a Non- Qualified Option, the Option to which the Cash
          Right is attached shall expire.

                  8.       Option Documents and Terms  - Non-Employee Directors

                  Options granted pursuant to the Plan to Non-Employee Directors
shall be granted, without any further action by the Committee, in accordance
with the terms and conditions set forth in this Paragraph 8. Options granted
pursuant to Paragraph 8(a) shall be evidenced by option documents. The terms of
each such option document shall be consistent with Paragraphs 8(b) through 8(g),
as follows:

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                           (a) Grant of Options to Non-Employee Directors. Each
Non- Employee Director shall be granted, commencing on the Grant Date next
following the adoption of this Plan by the Board and on each successive Grant
Date thereafter, a Non-Qualified Option to purchase 5,400 Shares.
Notwithstanding the preceding sentence, each newly elected Non- Employee
Director:

                                (i) shall be granted a Non-Qualified Option to
          purchase 9,000 Shares on the Election Date; and

                                (ii) shall not be entitled to the grant of an
          Option hereunder on the Grant Date immediately following the
          Non-Employee Director's Election Date if such Election Date is within
          ninety (90) days of the Grant Date.

                           (b) Option Price. The option price per Share with
respect to any Option granted under this Paragraph 8 shall be 100% of the Fair
Market Value of such Share on the Grant Date.

                           (c) Restrictions on Transferability. No Option
granted under this Paragraph 8 shall be transferable otherwise than by will or
the laws of descent and distribution and, during the lifetime of the Optionee,
shall be exercisable only by him or for his benefit by his attorney-in-fact or
guardian; provided that the Committee may, in its discretion, at the time of
grant of an Option or by amendment of an option document for an Option, provide
that Options may be transferred, in whole or in part, to one or more transferees
and exercised by any such transferee; provided further that (i) any such
transfer is without consideration, and (ii) each transferee is a member of such
Optionee's Immediate Family. No transfer of an Option shall be effective unless
the Committee is notified of the terms and conditions of the transfer and the
Committee determines that the transfer complies with the requirements for
transfers of Options under the Plan and the option document. Any person to whom
an Option has been transferred may exercise any Options only in accordance with
the provisions of Paragraph 8(f) and this Paragraph 8(c).

                           (d) Payment Upon Exercise of Options. Full payment
for Shares purchased upon the exercise of an Option shall be made in cash, by
certified check payable to the order of the Sponsor, or, at the election of the
Optionee and as the Committee may, in its sole discretion, approve, by
surrendering Shares with an aggregate Fair Market Value equal to the aggregate
option price, or by delivering such combination of Shares and cash as the
Committee may, in its sole discretion, approve; provided, however, that Shares
may be surrendered in satisfaction of the option price only if the Optionee
certifies in writing to the Sponsor that the Optionee owns a number of Other
Available Shares as of the date the Option is exercised that is at least equal
to the number of Shares to be surrendered in satisfaction of the Option Price;
provided further, however, that the option price may not be paid in Shares if
the Committee determines that such method of payment would result in liability
under section 16(b) of the 1934 Act to an Optionee. Except as otherwise provided
by the Committee, if payment is made in

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whole or in part in Shares, the Optionee shall deliver to the Sponsor
certificates registered in the name of such Optionee representing Shares legally
and beneficially owned by such Optionee, free of all liens, claims and
encumbrances of every kind and having a Fair Market Value on the date of
delivery that is not greater than the option price accompanied by stock powers
duly endorsed in blank by the record holder of the Shares represented by such
certificates. If the Committee, in its sole discretion, should refuse to accept
Shares in payment of the option price, any certificates representing Shares
which were delivered to the Sponsor shall be returned to the Optionee with
notice of the refusal of the Committee to accept such Shares in payment of the
option price. The Committee may impose such limitations and prohibitions on the
use of Shares to exercise an Option as it deems appropriate.

                           (e) Issuance of Certificate Upon Exercise of Options;
Payment of Cash. Only whole Shares shall be issuable upon exercise of Options
granted under this Paragraph 8. Any right to a fractional Share shall be
satisfied in cash. Upon satisfaction of the conditions of Paragraph 10, a
certificate for the number of whole Shares and a check for the Fair Market Value
on the date of exercise of any fractional Share to which the Optionee is
entitled shall be delivered to such Optionee by the Sponsor.

                           (f) Periods of Exercise of Options. An Option granted
under this Paragraph 8 shall not be exercisable for six months after the Date of
Grant, and shall then be exercisable in its entirety. No Option shall first
become exercisable following an Optionee's termination of service as a
Non-Employee Director for any reason; provided further, that:

                                (i) In the event that an Optionee terminates
          service as a Non-Employee Director for any reason other than death or
          Cause, any Option held by such Optionee and which is then exercisable
          shall be exercisable for a period of 90 days following the date the
          Optionee terminates service as a Non-Employee Director; provided,
          however, that if such termination of employment with the Company is
          due to the Disability of the Optionee, he shall have the right to
          exercise those of his Options which are then exercisable for a period
          of one year following the date the Optionee terminates service as a
          Non-Employee Director; provided, however, that in no event shall an
          Option be exercisable after five years from the Grant Date.

                                (ii) In the event that an Optionee terminates
          service as a Non-Employee Director by reason of his death, any Option
          held at death by such Optionee which is then exercisable shall be
          exercisable for a period of one year from the date of death by the
          person to whom the rights of the Optionee shall have passed by will or
          by the laws of descent and distribution; provided, however, that in no
          event shall an Option be exercisable after five years from the Grant
          Date.

                                (iii) In the event that an Optionee's service as
          a Non- Employee Director is terminated for Cause, each unexercised
          Option shall

                                      -13-

<PAGE>

          terminate and cease to be exercisable; provided further, that in such
          event, in addition to immediate termination of the Option, the
          Optionee shall automatically forfeit all Shares otherwise subject to
          delivery upon exercise of an Option but for which the Sponsor has not
          yet delivered the Share certificates, upon refund by the Sponsor of
          the option price.

                           (g) Date of Exercise. The date of exercise of an
Option granted under this Paragraph 8 shall be the date on which written notice
of exercise, addressed to the Sponsor at its main office to the attention of its
Secretary, is hand delivered, telecopied or mailed first class postage prepaid;
provided, however, that the Sponsor shall not be obligated to deliver any
certificates for Shares pursuant to the exercise of an Option until the Optionee
shall have made payment in full of the option price for such Shares. Each such
exercise shall be irrevocable when given. Each notice of exercise must (i)
specify the Option being exercised; and (ii) include a statement as to the
manner in which payment to the Sponsor shall be made (Shares or cash or a
combination of Shares and cash). Each notice of exercise shall also comply with
the requirements of Paragraph 15.

                  9.       Limitation on Exercise of Incentive Stock Options.

                   The aggregate Fair Market Value (determined as of the time
Options are granted) of the Shares with respect to which Incentive Stock Options
may first become exercisable by an Optionee in any one calendar year under the
Plan and any other plan of the Company shall not exceed $100,000. The
limitations imposed by this Paragraph 9 shall apply only to Incentive Stock
Options granted under the Plan, and not to any other options or stock
appreciation rights. In the event an individual receives an Option intended to
be an Incentive Stock Option which is subsequently determined to have exceeded
the limitation set forth above, or if an individual receives Options that first
become exercisable in a calendar year (whether pursuant to the terms of an
option document, acceleration of exercisability or other change in the terms and
conditions of exercise or any other reason) that have an aggregate Fair Market
Value (determined as of the time the Options are granted) that exceeds the
limitations set forth above, the Options in excess of the limitation shall be
treated as Non-Qualified Options.

                  10.      Rights as Shareholders

                  An Optionee shall not have any right as a shareholder with
respect to any Shares subject to his Options until the Option shall have been
exercised in accordance with the terms of the Plan and the option document and
the Optionee shall have paid the full purchase price for the number of Shares in
respect of which the Option was exercised and the Optionee shall have made
arrangements acceptable to the Sponsor for the payment of applicable taxes
consistent with Paragraph 16.

                                      -14-

<PAGE>

                  11.      Changes in Capitalization

                           (a) Except as provided in Paragraph 11(b), in the
event that Shares are changed into or exchanged for a different number or kind
of shares of stock or other securities of the Sponsor, whether through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split-up
or other substitution of securities of the Sponsor, the Board shall make
appropriate equitable anti-dilution adjustments to the number and class of
shares of stock available for issuance under the Plan, and subject to
outstanding Options, and to the option prices and the amounts payable pursuant
to any Cash Rights. Any reference to the option price in the Plan and in option
documents shall be a reference to the option price as so adjusted. Any reference
to the term "Shares" in the Plan and in option documents shall be a reference to
the appropriate number and class of shares of stock available for issuance under
the Plan, as adjusted pursuant to this Paragraph 11. The Board's adjustment
shall be effective and binding for all purposes of this Plan.

                           (b) Paragraph 11(a) shall not apply to the number of
Shares that become subject to the grant of Options under Paragraph 8(a).
Paragraph 11(a) shall apply for the purpose of making appropriate equitable
anti-dilution adjustments to Options granted pursuant to Paragraph 8(a) before
the effective date of the relevant event giving rise to the adjustment under
Paragraph 11(a).

                  12.      Terminating Events

                           (a) The Sponsor shall give Optionees 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. Upon receipt of such notice, and for a period of ten (10)
days thereafter (or such shorter period as the Board shall reasonably determine
and so notify the Optionees), each Optionee shall be permitted to exercise the
Option to the extent the Option are then exercisable; provided that, the Sponsor
may, by similar notice, require the Optionee to exercise the Option, to the
extent the Option is then exercisable, or to forfeit the Option (or portion
thereof, as applicable). The Committee may, in its discretion, provide that upon
the Optionee's receipt of the notice of a Terminating Event under this Paragraph
12(a), the entire number of Shares covered by Options shall become immediately
exercisable. Upon the close of the period described in this Paragraph 12(a)
during which an Option may be exercised in connection with a Terminating Event,
such Option (including such portion thereof that is not exercisable) shall
terminate to the extent that such Option have not theretofore been exercised.

                           (b) Notwithstanding Paragraph 12(a), in the event the
Terminating Event is not consummated, the Option shall be deemed not to have
been exercised and shall be exercisable thereafter to the extent it would have
been exercisable if no such notice had been given.

                                      -15-

<PAGE>

                  13.      Interpretation

                  The Committee shall have the power to interpret the Plan and
to make and amend rules for putting it into effect and administering it. It is
intended that the Incentive Stock Options granted under the Plan shall
constitute incentive stock options within the meaning of section 422 of the
Code, and that Shares transferred pursuant to the exercise of Non-Qualified
Options shall constitute property subject to federal income tax pursuant to the
provisions of section 83 of the Code. The provisions of the Plan shall be
interpreted and applied insofar as possible to carry out such intent.

                  14.      Amendments

                  The Board or the Committee may amend the Plan from time to
time in such manner as it may deem advisable. Nevertheless, neither the Board
nor the Committee may, without obtaining approval within twelve months before or
after such action by such vote of shareholders as may be required by
Pennsylvania law for any action requiring shareholder approval, or by a majority
of votes cast at a duly held shareholders' meeting at which a majority of all
voting stock is present and voting on such amendment, either in person or in
proxy (but not, in any event, less than the vote required pursuant to Rule
16b-3(b) under the 1934 Act) change the class of individuals eligible to receive
an Incentive Stock Option, extend the expiration date of the Plan, decrease the
minimum option price of an Incentive Stock Option granted under the Plan or
increase the maximum number of shares as to which Options may be granted, except
as provided in Paragraph 11 hereof. In addition, the provisions of Paragraph 8
that determine (i) which directors shall be granted Options; (ii) the number of
Shares subject to Options; (iii) the option price of Shares subject to Options;
and (iv) the timing of grants of Options shall not be amended more than once
every six months, other than to comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended, if applicable. No
outstanding Option shall be affected by any such amendment without the written
consent of the Optionee or other person then entitled to exercise such Option.

                  15.      Securities Law

                           (a) In General. The Committee shall have the power to
make each grant under the Plan subject to such conditions as it deems necessary
or appropriate to comply with the then-existing requirements of the 1933 Act or
the 1934 Act, including Rule 16b-3 (or any similar rule) of the Securities and
Exchange Commission.

                           (b) Acknowledgment of Securities Law Restrictions on
Exercise. To the extent required by the Committee, unless the Shares subject to
the Option are covered by a then current registration statement or a
Notification under Regulation A under the 1933 Act, each notice of exercise of
an Option shall contain the Optionee's acknowledgment in form and substance
satisfactory to the Committee that:


                                      -16-

<PAGE>

                                (i) the Shares subject to the Option are being
          purchased for investment and not for distribution or resale (other
          than a distribution or resale which, in the opinion of counsel
          satisfactory to the Sponsor, may be made without violating the
          registration provisions of the Act);

                                (ii) the Optionee has been advised and
          understands that (A) the Shares subject to the Option have not been
          registered under the 1933 Act and are "restricted securities" within
          the meaning of Rule 144 under the 1933 Act and are subject to
          restrictions on transfer and (B) the Sponsor is under no obligation to
          register the Shares subject to the Option under the 1933 Act or to
          take any action which would make available to the Optionee any
          exemption from such registration;

                                (iii) the certificate evidencing the Shares may
          bear a restrictive legend; and

                                (iv) the Shares subject to the Option may not be
          transferred without compliance with all applicable federal and state
          securities laws.

                           (c) Delay of Exercise Pending Registration of
Securities. Notwithstanding any provision in the Plan or an option document to
the contrary, if the Committee determines, in its sole discretion, that issuance
of Shares pursuant to the exercise of an Option should be delayed pending
registration or qualification under federal or state securities laws or the
receipt of a legal opinion that an appropriate exemption from the application of
federal or state securities laws is available, the Committee may defer exercise
of any Option until such Shares are appropriately registered or qualified or an
appropriate legal opinion has been received, as applicable.

                  16.      Withholding of Taxes on Exercise of Option

                           (a) Whenever the Company proposes or is required to
deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (i) require the recipient to remit to the
Sponsor an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery or transfer of any certificate or
certificates for such Shares or (ii) take any action whatever that it deems
necessary to protect its interests with respect to tax liabilities. The
Sponsor's obligation to make any delivery or transfer of Shares on the exercise
of an Option shall be conditioned on the recipient's compliance, to the
Sponsor's satisfaction, with any withholding requirement. In addition, if the
Committee grants Options or amends option documents to permit Options to be
transferred during the life of the Optionee, the Committee may include in such
option documents such provisions as it determines are necessary or appropriate
to permit the Company to deduct compensation expenses recognized upon exercise
of such Options for federal or state income tax purposes.


                                      -17-
<PAGE>

                           (b) Except as otherwise provided in this Paragraph
16(b), any tax liabilities incurred in connection with the exercise of an Option
under the Plan other than an Incentive Stock Option shall be satisfied by the
Sponsor's withholding a portion of the Shares underlying the Option exercised
having a Fair Market Value approximately equal to the minimum amount of taxes
required to be withheld by the Sponsor under applicable law, unless otherwise
determined by the Committee with respect to any Optionee. Notwithstanding the
foregoing, the Committee may permit an Optionee to elect one or both of the
following: (i) to have taxes withheld in excess of the minimum amount required
to be withheld by the Sponsor under applicable law; provided that the Optionee
certifies in writing to the Sponsor that the Optionee owns a number of Other
Available Shares having a Fair Market Value that is at least equal to the Fair
Market Value of Option Shares to be withheld by the Company for the then-current
exercise on account of withheld taxes in excess of such minimum amount, and (ii)
to pay to the Sponsor in cash all or a portion of the taxes to be withheld upon
the exercise of an Option. In all cases, the Shares so withheld by the Company
shall have a Fair Market Value that does not exceed the amount of taxes to be
withheld minus the cash payment, if any, made by the Optionee. Any election
pursuant to this Paragraph 16(b) must be in writing made prior to the date
specified by the Committee, and in any event prior to the date the amount of tax
to be withheld or paid is determined. In addition, with respect to persons
subject to reporting requirements under section 16(a) of the 1934 Act, such
election must be made at least six months prior to the date the amount of tax to
be withheld or paid is determined (which election will remain in effect with
regard to the exercise of an Option and all future exercises of Options unless
revoked upon six months prior notice). An election pursuant to this Paragraph
16(b) may be made only by an Optionee or, in the event of the Optionee's death,
by the Optionee's legal representative. No Shares withheld pursuant to this
Paragraph 16(b) shall be available for subsequent grants under the Plan. The
Committee may add such other requirements and limitations regarding elections
pursuant to this Paragraph 16(b) as it deems appropriate.

                  17.      Effective Date and Term of Plan

                  This amendment and restatement of the Plan is effective as of
May 1, 1997. The Plan shall expire no later than the tenth anniversary of the
date the Plan was initially adopted by the Board, unless sooner terminated by
the Board. Any Option granted before the approval of the Plan by the Sponsor's
shareholders shall be expressly conditioned upon, and shall not be exercisable
until, such approval. If such shareholder approval is not received within 12
months before or after the date of the initial adoption of the Plan by the
Board, all Options granted under the Plan shall expire.

                  18.      General

                  Each Option shall be evidenced by a written instrument
containing such terms and conditions not inconsistent with the Plan as the
Committee may determine. The issuance of Shares on the exercise of an Option
shall be subject to all of the applicable requirements of the corporation law of
the Sponsor's state of incorporation and other applicable laws, including

                                      -18-
<PAGE>

federal or state securities laws, and all Shares issued under the Plan shall be
subject to the terms and restrictions contained in the Articles of Incorporation
and By-Laws of the Sponsor, as amended from time to time.


                            Executed as of the 1st day of May, 1997.


                                     COMCAST CORPORATION


                                     By: /s/ Stanley Wang



                                     Attest:  /s/ Arthur R. Block

                                      -19-