COMCAST CORPORATION
                         1996 DEFERRED COMPENSATION PLAN

               (As Amended and Restated, Effective June 21, 1999)

                 1.        ESTABLISHMENT OF PLAN

         COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 1996 Deferred Compensation Plan (the "Plan"),
effective as of June 21, 1999. The Plan was adopted effective as of August 15,
1996, to permit outside directors and eligible employees to defer the receipt of
compensation otherwise payable to such outside directors and eligible employees
in accordance with the terms of the Plan. The Plan is a continuation of the
Prior Plan, which was initially effective as of February 12, 1974. The Plan is
unfunded and is maintained primarily for the purpose of providing deferred
compensation to outside directors and to a select group of management or highly
compensated employees.

                 2.        DEFINITIONS

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

                 2.2       "Active Participant" means:

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

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

                 2.3       "Administrator" means the Committee.

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


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

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

                 2.6       "Applicable Interest Rate" means:

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

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

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

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

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

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

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


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

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

                 2.13      "Compensation" means:

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

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

                 2.14      "Deceased Participant" means:

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

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

                 2.15      "Disabled Participant" means:

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


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

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

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

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

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

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

                 2.17      "Eligible Employee" means:

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

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

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

                       2.17.4       Each employee of a Participating Company who
                                    has a title at or above the level of vice
                                    president, whose Annual Rate of Pay is
                                    $100,000 or more as of both (1) the date on
                                    which an Election is filed with the
                                    Administrator and (2) the first day of the
                                    Plan Year in which such Election is filed.



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                       2.17.5       Each New Key Employee.

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

                 2.18      "Fair Market Value."

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

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

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

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

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

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

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

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

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

                 2.25      "New Key Employee" means:

                       2.25.1       Each employee of a Participating Company
                                    hired on or after August 15, 1996 whose
                                    Annual Rate of Pay on his date of hire is
                                    $125,000 or more;

                       2.25.2       Each employee of a Participating Company
                                    hired on or after June 21, 1999 who has a
                                    title at or above the level of vice
                                    president and whose Annual Rate of Pay on
                                    his date of hire is $100,000 or more; and

                       2.25.3       Each employee of a Participating Company who
                                    first becomes an Eligible Employee as a
                                    result of the amendment of the Plan
                                    effective June 21, 1999.

                 2.26      "Normal Retirement" means:

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

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

                 2.27 "Outside Director" means a member of the Board, or a
member of the board of directors of Jones Intercable, Inc., who is not an
employee of a Participating Company.

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

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

                 2.30      "Participating Company" means:



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                           2.30.1   the Company;

                           2.30.2   Comcast Cable Communications, Inc. and its
                                    subsidiaries;

                           2.30.3   Comcast International Holdings, Inc.;

                           2.30.4   Comcast Online Communications, Inc.;

                           2.30.5  Comcast Telecommunications, Inc.;

             2.30.6 Jones Intercable, Inc. and its subsidiaries; and

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

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

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

                 2.33      "Plan Year" means the calendar year.

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

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

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

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

                           2.37.1   Brian L. Roberts;

                           2.37.2   A lineal descendant of Brian L. Roberts; or

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



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

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

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

                       2.40.1       The liquidation of the Company; or

                       2.40.2       A Change of Control.

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

                 3.        ELECTION TO DEFER COMPENSATION

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

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

                 3.3 Filing of Elections by New Key Employees. Notwithstanding
Section 3.1 and Section 3.2, a New Key Employee may elect to defer all or any
portion of his or her compensation to be earned in the Plan Year in which the
New Key Employee was hired,


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beginning with the payroll period next following the filing of an Election with
the Administrator and before the close of such Plan Year by making and filing
the Election with the Administrator within 30 days of such New Key Employee's
date of hire. Elections by such New Key Employee for succeeding Plan Years shall
be made in accordance with Section 3.1 and Section 3.2.

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

                 3.5 Election of Distribution Date. Each Participant who elects
to defer all or any portion of his or her Compensation for any Plan Year shall,
on the Election, also elect the time of payment and form of distribution of the
amount of the deferred Compensation to which the particular Election relates;
provided, however, that, subject to acceleration pursuant to Section 3.6.3,
Section 3.6.4, Section 7.1, Section 7.2 or Section 7.3, no distribution may
commence earlier than January 2nd of the second calendar year beginning after
the date the Election is filed with the Administrator, nor later than January
2nd of the eleventh calendar year beginning after the date the Election is filed
with the Administrator. Each Participant may select a form of distribution in
accordance with Article 4.

                 3.6       Designation of  Payment Date.

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

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

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

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

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

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

                           3.6.4 A Disabled Participant may elect to:

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

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

                                    An Election pursuant to this Section 3.6.4
                                    must be filed with the Administrator on or
                                    before the close of business on the later of
                                    (i) the June 30 following the date the
                                    Participant becomes a Disabled


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                                    Participant if the Participant becomes a
                                    Disabled Participant on or before May 1 of a
                                    calendar year, (ii) the 60th day following
                                    the date the Participant becomes a Disabled
                                    Participant if the Participant becomes a
                                    Disabled Participant after May 1 and before
                                    November 2 of a calendar year or (iii) the
                                    December 31 following the date the
                                    Participant becomes a Disabled Participant
                                    if the Participant becomes a Disabled
                                    Participant after November 1 of a calendar
                                    year.

                           3.6.5    A Retired Participant may elect to:

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

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

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

                           3.6.6    Except as provided in Section 3.6.4, Section
                                    3.6.5 or Section 3.6.7, or if permitted by
                                    the Administrator in its sole discretion
                                    pursuant to this Section 3.6.6, no Inactive
                                    Participant who has previously elected to
                                    receive a distribution of part or all of his
                                    her Account, or who, pursuant to this
                                    Section 3.6.6, has elected to defer payment
                                    for an additional period from the originally
                                    elected payment date, may elect to defer the
                                    payment of such amount to any subsequent
                                    date. An Inactive Participant, if permitted
                                    by the Administrator in its sole discretion,
                                    may elect to defer the payment of such
                                    amount for a minimum of one and a maximum of
                                    ten additional years from the
                                    previously-elected payment date, but not
                                    later than the date


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                                    permitted by the Administrator, by filing an
                                    Election with the Administrator on or before
                                    the close of business on June 30 of the Plan
                                    Year preceding the Plan Year in which the
                                    distribution would otherwise be made.

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

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

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

                 4.        FORMS OF DISTRIBUTION

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

                        4.1.1       A lump sum payment.

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

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

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

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

                 5.        BOOK ACCOUNTS

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

                 5.2       Crediting of Income, Gains and Losses on Accounts.

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

                        5.2.2       Investment Fund Elections.

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


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

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

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

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

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


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

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

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

                 6. NON-ASSIGNABILITY, ETC.

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

                 7.        DEATH OR DISABILITY OF PARTICIPANT

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

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

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

                 7.4 Designation of Beneficiaries. Each Participant shall have
the right to designate one or more beneficiaries to receive distributions in the
event of the Participant's death by filing with the Administrator a beneficiary
designation on the form provided by the Administrator for such purpose. The
designation of beneficiary or beneficiaries may be changed by a Participant at
any time prior to his or her death by the delivery to the Administrator of a new
beneficiary designation form. If no beneficiary shall have been designated, or
if no designated beneficiary shall survive the Participant, the Participant's
estate shall be deemed to be the beneficiary.

                 8.        INTERPRETATION

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

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

                  9.       AMENDMENT OR TERMINATION

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

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


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                10.        MISCELLANEOUS PROVISIONS

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

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

                11.        EFFECTIVE DATE

          The effective date of the Plan this amendment and restatement of the
Plan shall be June 21, 1999.

         IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be
executed by its officers thereunto duly authorized, and its corporate seal to be
affixed hereto, as of the 21st day of June, 1999.


                             COMCAST CORPORATION




                             BY: /s/ Stanley Wang



                             ATTEST: /s/ Arthur Block





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