COMCAST CORPORATION

                         1996 EXECUTIVE CASH BONUS PLAN
                         (as amended December 15, 1998)

                  1.       PURPOSE

                  The purpose of the Plan is to provide,  subject to shareholder
approval and approval by the  Committee  (as defined  below),  performance-based
cash  bonus  compensation  for  certain  employees  of  Comcast  Corporation,  a
Pennsylvania  corporation  (the  "Company") in accordance with a formula that is
based  on the  financial  success  of  the  Company  as  part  of an  integrated
compensation  program which is intended to assist the Company in motivating  and
retaining employees of superior ability, industry and loyalty.

                  2.       DEFINITIONS

                  The following  words and phrases as used herein shall have the
following  meanings,  unless a  different  meaning  is plainly  required  by the
context:

                  "Board of Directors"  shall mean the Board of Directors of the
Company.

                  "Cash   Flow"   shall  mean  the   operating   income   before
depreciation  and amortization for the Company and those of its affiliates which
are  included  with the  Company in its  consolidated  financial  statements  as
prepared  by the  Company  in  accordance  with  generally  accepted  accounting
principles.

                  "Committee"  shall mean the Subcommittee on  Performance-Based
Compensation of the Compensation Committee of the Board of Directors.

                  "Company"  shall  mean  Comcast  Corporation,  a  Pennsylvania
corporation, and any successor thereto.

                  "First Tier Goal" shall mean the performance goal, measured in
terms of level of Cash Flow, as established by the Committee for each Plan Year.
The First Tier Goal is the  performance  measure  which,  if  achieved,  permits
payment to each  Participant of 662/3% of the  Participant's  Target Bonus.  The
Committee  shall in all events  establish the First Tier Goal for each Plan Year
no later than 90 days after the first day of the Plan Year or, if sooner, within
the first 25% of the Plan Year.  The First Tier Goal shall be established at the
discretion  of  the  Committee,  provided,  however,  that  the  Committee  must
determine  that,  as of the date  the  First  Tier  Goal is  established,  it is
substantially  uncertain  whether  the level of Cash Flow  required  to meet the
First Tier Goal will be achieved.


                                       -1-


<PAGE>



                  "Participant" shall mean those persons eligible to participate
in the Plan in accordance with Section 3.

                  "Plan" shall mean the 1996 Comcast Corporation  Executive Cash
Bonus Plan.

                  "Plan  Year"  shall mean the  calendar  year,  except that the
first Plan Year shall be the period from July 1, 1996 through December 31, 1996.

                  "Second Tier Goal" shall mean the performance  goal,  measured
in terms of level of Cash Flow,  as  established  by the Committee for each Plan
Year.  The Second  Tier Goal is the  performance  measure  which,  if  achieved,
permits payment to each Participant of 100% of the  Participant's  Target Bonus.
The  Committee  shall  establish  the Second Tier Goal for each Plan Year at the
same time that it establishes the First Tier Goal for such Plan Year. The Second
Tier  Goal  shall  be a level  of Cash  Flow  chosen  at the  discretion  of the
Committee that is higher than the level of Cash Flow chosen for the Plan Year as
the First Tier Goal.

                  "Target Bonus" shall mean, with respect to any Participant for
any Plan Year, the sum of (a) the Target  Percentage of the  Participant's  base
salary and any guaranteed  bonus (other than any bonus awarded on account of the
termination as of December 31, 1993, of the Company's  discretionary  cash bonus
plan) as of the first day of the Plan Year and (b) the  amount,  if any, of such
Participant's  Target  Bonus for any prior Plan Year which was not earned due to
failure to meet the First Tier Goal or the Second Tier Goal; provided,  however,
that in no event shall any  Participant's  Target Bonus for any Plan Year exceed
$3,000,000.

                  "Target   Percentage"   shall  mean,   with   respect  to  any
Participant for any Plan Year, a percentage,  not to exceed 150%, established by
the Committee with respect to such  Participant  and such Plan Year. If no other
percentage is selected by the Committee, the Target Percentage shall be 50%.

                  3.       PARTICIPATION

                  The  Participants  in the Plan  shall  be  Brian  L.  Roberts,
Lawrence S. Smith,  John R. Alchin,  Stanley Wang, and such other key executives
as may be designated by the  Committee to  participate  in the Plan from time to
time.

                  4.       TERM OF PLAN

                  Subject  to  approval  of the  Plan by the  Committee  and the
shareholders of the Company,  the Plan shall be in effect as of July 1, 1996 and
shall  continue  until all amounts  required to be paid with respect to all Plan
Years up through and including  the Plan Year ending  December 31, 2003 are paid
by the Company, unless sooner terminated by the Board of Directors.


                                       -2-


<PAGE>



                  5.       BONUS ENTITLEMENT

                  Each  Participant  shall be  entitled  to  receive  a bonus in
accordance with the provisions of Section 6 of the Plan only after certification
by the  Committee  that the  performance  goals set forth in Section 6 have been
satisfied. The bonus payment under the Plan shall be paid to each Participant as
soon as  practicable  following the close of the Plan Year with respect to which
the  bonus is to be  paid.  Notwithstanding  anything  contained  herein  to the
contrary,  no bonus shall be payable under the Plan without the prior disclosure
of the terms of the Plan to the  shareholders of the Company and the approval of
the Plan by such shareholders.

                  6.       AMOUNT OF PERFORMANCE-BASED COMPENSATION
BONUS

                  (a) Each  Participant in the Plan shall be entitled to a bonus
with respect to a Plan Year which is equal to 662/3% of the Participant's Target
Bonus if the  Company's  Cash  Flow for the Plan  Year is at least  equal to the
First Tier Goal, and 100% of the Target Bonus if the Company's Cash Flow for the
Plan Year is at least equal to the Second  Tier Goal.  If the level of Cash Flow
for the Plan Year is higher  than the First  Tier Goal and lower than the Second
Tier Goal, the bonus with respect to such Plan Year shall be such  percentage of
the Participant's Target Bonus in excess of 662/3% as is determined by prorating
the  difference  between 100% and 662/3%  according to the level of Cash Flow in
excess of the First Tier Goal  divided by the  difference  between the levels of
Cash Flow  represented  by the Second Tier Goal and the First Tier Goal.  If the
level of Cash Flow for a Plan Year is below the First Tier Goal established with
respect to such Plan  Year,  no bonus  shall be payable  under the Plan for that
Plan Year.

                  (b) In the  event any  payment  of a bonus  otherwise  payable
under the Plan occurs more than two months after the close of the Plan Year with
respect to which the bonus is paid because the required  disclosure of the terms
of the Plan to the  shareholders  of the Company and the approval of the Plan by
such shareholders  delays such bonus payment,  the amount of the bonus otherwise
payable  shall be  increased by the amount such bonus  payment  would earn if it
were  invested in an investment  bearing a 7% annual rate of return,  compounded
daily,  or such other  reasonable  rate of interest as may be  determined by the
Committee,  during  the period  from the close of the Plan Year with  respect to
which such bonus is paid and the date the bonus is actually paid.

                  (c) Notwithstanding anything contained herein to the contrary,
in the event there is a significant  acquisition  or  disposition of any assets,
business division,  company or other business  operations of the Company that is
reasonably expected to have an effect on Cash Flow as otherwise determined under
the terms of the Plan,  the First  Tier Goal and the  Second  Tier Goal shall be
adjusted to take into account the impact of such  acquisition  or disposition by
increasing or decreasing  such goals in the same  proportion as Cash Flow of the
Company  would have been  affected  for the prior Plan Year on a pro forma basis
had such an  acquisition  or  disposition  occurred  on the same date during the
prior Plan Year (except in the case of the first

                                       -3-


<PAGE>



Plan  Year the  adjustment  shall be made by  reference  to the  effect  such an
acquisition or disposition on the same date during the prior calendar year would
have had on Cash Flow for the period commencing July 1, 1995 and ending December
31, 1995). Such adjustment shall be based upon the historical equivalent of Cash
Flow of the assets so acquired or disposed of for the prior Plan Year,  as shown
by such records as are available to the Company,  as further adjusted to reflect
any  aspects of the  transaction  that  should be taken  into  account to ensure
comparability between amounts in the prior Plan Year and the current Plan Year.

                  (d)  Notwithstanding  the  determination  of the  amount  of a
Participant's  bonus  payable with respect to any Plan Year under  Section 6(a),
the  Committee  shall  have the  discretion  to  reduce or  eliminate  the bonus
otherwise  payable to a Participant  if it  determines  that such a reduction or
elimination of the bonus is in the best interests of the Company.

                  7.       COMMITTEE

                           (a) Powers.  The  Committee  shall have the power and
duty to do all things  necessary or convenient to effect the intent and purposes
of the Plan and not inconsistent with any of the provisions  hereof,  whether or
not such powers and duties are  specifically  set forth  herein,  and, by way of
amplification and not limitation of the foregoing,  the Committee shall have the
power to:

                                (i)  provide  rules  and   regulations  for  the
management, operation and administration of the Plan, and, from time to time, to
amend or supplement such rules and regulations;

                                (ii) construe the Plan, which  construction,  as
long as made in good  faith,  shall be final  and  conclusive  upon all  parties
hereto; and

                                (iii)  correct any defect,  supply any omission,
or reconcile any  inconsistency in the Plan in such manner and to such extent as
it shall deem expedient to carry the same into effect,  and it shall be the sole
and final judge of when such action shall be appropriate.

                  The  resolution of any questions  with respect to payments and
entitlements  pursuant to the  provisions of the Plan shall be determined by the
Committee, and all such determinations shall be final and conclusive.

                           (b)  Indemnity.  No member of the Committee  shall be
directly  or  indirectly  responsible  or under any  liability  by reason of any
action or default by him as a member of the  Committee,  or the  exercise  of or
failure to exercise any power or  discretion  as such  member.  No member of the
Committee  shall be  liable  in any way for the acts or  defaults  of any  other
member of the Committee, or any of its advisors, agents or representatives. The

                                       -4-
<PAGE>
Company shall  indemnify and save harmless each member of the Committee  against
any and all expenses and  liabilities  arising out of his own  membership on the
Committee.

                           (c)  Compensation   and  Expenses.   Members  of  the
Committee  shall  receive  no  separate  compensation  for  services  other than
compensation  for their  services  as members of the Board of  Directors,  which
compensation  can include  compensation  for services at any  committee  meeting
attended in their capacity as members of the Board of Directors.  Members of the
Committee  shall be entitled to receive their  reasonable  expenses  incurred in
administering  the Plan. Any such expenses,  as well as  extraordinary  expenses
authorized by the Company, shall be paid by the Company.

                           (d)  Participant   Information.   The  Company  shall
furnish  to  the  Committee  in  writing  all   information  the  Company  deems
appropriate   for  the   Committee   to  exercise   its  powers  and  duties  in
administration  of the  Plan.  Such  information  shall  be  conclusive  for all
purposes of the Plan and the Committee shall be entitled to rely thereon without
any investigation thereof; provided, however, that the Committee may correct any
errors discovered in any such information.

                           (e) Inspection of Documents. The Committee shall make
available to each  Participant,  for examination at the principal  office of the
Company (or at such other  location as may be  determined by the  Committee),  a
copy of the Plan and such of its records,  or copies thereof,  as may pertain to
any benefits of such Participant under the Plan.

                  8.       EFFECTIVE DATE, TERMINATION AND AMENDMENT

                           (a) Effective Date of Participation in Plan.  Subject
to shareholder and Committee  approval of the Plan,  participation  in this Plan
shall be effective as of July 1, 1996 and shall  continue  thereafter  until the
Plan is terminated.

                           (b) Amendment and  Termination  of the Plan. The Plan
may be  terminated  or  revoked by the  Company  at any time and  amended by the
Company from time to time, provided that neither the termination,  revocation or
amendment  of the Plan may,  without  the written  approval of the  Participant,
reduce the amount of a bonus payment that is due, but has not yet been paid, and
provided  further  that no  changes  that would  increase  the amount of bonuses
determined under  provisions of the Plan shall be effective  without approval by
the Committee and without  disclosure to and approval by the shareholders of the
Company in a separate  vote prior to payment of such bonuses.  In addition,  the
Plan may be modified or amended by the Committee,  as it deems  appropriate,  in
order to comply with any rules, regulations or other guidance promulgated by the
Internal  Revenue Service with respect to applicable  provisions of the Internal
Revenue Code of 1986, as amended (the  "Code"),  as they relate to the exemption
for "performance-based  compensation" under the limitations on the deductibility
of compensation imposed under Code Section 162(m).


                                       -5-
<PAGE>
                  9.       MISCELLANEOUS PROVISIONS

                           (a) Unsecured Creditor Status. A Participant entitled
to a bonus payment  hereunder,  shall rely solely upon the unsecured  promise of
the Company,  as set forth herein,  for the payment thereof,  and nothing herein
contained  shall be construed to give to or vest in a  Participant  or any other
person now or at any time in the future, any right, title, interest, or claim in
or to any specific asset, fund, reserve, account, insurance or annuity policy or
contract,  or other  property of any kind whatever  owned by the Company,  or in
which the Company may have any right, title, or interest,  nor or at any time in
the future.

                           (b) Other Company Plans.  It is agreed and understood
that any  benefits  under this Plan are in addition  to any and all  benefits to
which a  Participant  may  otherwise  be  entitled  under  any  other  contract,
arrangement,  or voluntary pension, profit sharing or other compensation plan of
the Company,  whether funded or unfunded, and that this Plan shall not affect or
impair the rights or obligations of the Company or a Participant under any other
such  contract,  arrangement,  or  voluntary  pension,  profit  sharing or other
compensation plan.

                           (c)  Separability.  If any term or  condition  of the
Plan shall be invalid or unenforceable to any extent or in any application, then
the remainder of the Plan,  with the exception of such invalid or  unenforceable
provision,  shall not be  affected  thereby,  and shall  continue  in effect and
application to its fullest extent.

                           (d) Continued  Employment.  Neither the establishment
of the Plan, any  provisions of the Plan, nor any action of the Committee  shall
be held or construed to confer upon any  Participant the right to a continuation
of  employment  by the  Company.  The Company  reserves the right to dismiss any
employee  (including  a  Participant),  or  otherwise  deal  with  any  employee
(including  a  Participant)  to the same  extent as though the Plan had not been
adopted.

                           (e)  Incapacity.  If the Committee  determines that a
Participant  is unable to care for his affairs  because of illness or  accident,
any  benefit  due such  Participant  under  the Plan may be paid to his  spouse,
child,  parent,  or any other person  deemed by the  Committee to have  incurred
expense for such Participant (including a duly appointed guardian, committee, or
other legal representative),  and any such payment shall be a complete discharge
of the Company's obligation hereunder.

                           (g)  Jurisdiction.   The  Plan  shall  be  construed,
administered,  and  enforced  according  to  the  laws  of the  Commonwealth  of
Pennsylvania,  except to the extent that such laws are  preempted by the Federal
laws of the United States of America.

                           (h)   Withholding.   The   Participant   shall   make
appropriate arrangements with the Company for satisfaction of any federal, state
or local income tax  withholding  requirements  and Social Security or other tax
requirements applicable to the accrual or payment

                                       -6-

<PAGE>

of benefits under the Plan. If no other  arrangements  are made, the Company may
provide,  at its  discretion,  for any  withholding  and tax  payments as may be
required.


                                       -7-