COMCAST CORPORATION
                         1997 DEFERRED STOCK OPTION 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 1997 Deferred Stock Option Plan (the "Plan"),
effective June 21, 1999. The Plan was initially adopted effective September 16,
1997. The Plan is unfunded and is maintained primarily for the purpose of
providing a select group of management or highly compensated employees the
opportunity to defer the receipt of Shares and corresponding recognition of
compensation income upon the exercise of Options.

                 2.        DEFINITIONS

                 2.1 " A Stock" means the Company's Class A Common Stock, par
value, $1.00, including a fractional share.

                 2.2 "Account" means the bookkeeping accounts established
pursuant to Paragraph 5.1 and maintained by the Administrator in the names of
the respective Participants, to which Deferred Stock Units, dividend equivalents
and earnings on dividend equivalents shall be credited, and from which all
amounts distributed under the Plan shall be debited.

                 2.3       "Active Participant"means:

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

                       2.3.2  Each Participant who is actively employed by a
                              Participating Company as an Eligible Employee; and

                       2.3.3  A Permitted Transferee of an individual described
                              in Paragraph 2.3.1 or 2.3.2, if applicable.

                 2.4       "Administrator" means the Committee.

                 2.5 "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


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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.

                 2.6 "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.

                 2.7 "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 "Comcast Option Plan or Plans" means the Comcast
Corporation 1986 Non-Qualified Stock Option Plan, the Comcast Corporation 1987
Stock Option Plan, or the Comcast Corporation 1996 Stock Option Plan, or any
other incentive or non-qualified stock option plan subsequently adopted by the
Company or an Affiliate.

                 2.10 "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 1990 Restricted Stock Plan and the Comcast Option
Plans.

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

                 2.12 "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.

                 2.13 "Date of Grant" means the date as of which an Option is
granted.

                 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;



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                       2.14.2       A Participant who dies following termination
                                    of active service; or

                       2.14.3       A Permitted Transferee of an individual
                                    described in Paragraph 2.14.1 or 2.14.2, if
                                    applicable.

                 2.15 "Deferred Stock Units" mean the number of hypothetical
Shares determined as the excess of (1) the number of Option Shares over (2) the
number of Other Available Shares having a Fair Market Value as of the date of
exercise of an Option equal to the exercise price for such Option Shares, as to
which an Outside Director, Former Outside Director, Eligible Employee, Former
Eligible Employee or Successor-in-Interest provides to the Company evidence of
ownership of sufficient Shares to pay the exercise price for such Option Shares;
provided, however, that if the Option is for A Stock, the Deferred Stock Units
shall be credited to the Participant's Account as Deferred A Stock Units, and if
the Option is for K Stock, the Deferred Stock Units shall be credited to the
Participant's Account as Deferred K Stock Units.

                 2.16      "Disabled Participant" means:

                       2.16.1       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;

                       2.16.2       A Participant who becomes disabled (as
                                    determined by the Committee) following
                                    termination of active service;

                       2.16.3       The duly-appointed legal guardian of an
                                    individual described in Paragraph 2.16.1 or
                                    2.16.2 acting on behalf of such individual;
                                    or

                       2.16.4       A Permitted Transferee of an individual
                                    described in Paragraph 2.16.1 or 2.16.2, if
                                    applicable.

                 2.17 "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, Former Outside Director, Eligible
Employee, Former Eligible Employee, Successor-in-Interest or Permitted
Transferee:

                       2.17.1       Elects, within the time or times specified
                                    in Article 3, to defer the receipt of Shares
                                    pursuant to the exercise of all or part of
                                    an Option; and

                       2.17.2       Designates the time that such Shares and any
                                    dividend equivalents shall be distributed.



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                 2.18      "Eligible Employee" means:

                       2.18.1       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;

                       2.18.2       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;

                       2.18.3       Each New Key Employee; and

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

                 2.19      "Fair Market Value."

                       2.19.1       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.

                       2.19.2       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.

                       2.19.3       If Shares are not so listed nor trades of
                                    Shares so reported, Fair Market Value shall
                                    be determined by the Committee in good
                                    faith.

                 2.20 "Former Eligible Employee" means an individual who has
ceased to be actively employed by a Participating Company for any reason but
who, immediately preceding his termination of employment, was an Eligible
Employee.

                 2.21 "Former Outside Director" means an individual who has
ceased to be a member of the Board, or the board of directors of Jones
Intercable, Inc., as applicable, but who, immediately preceding his cessation of
service as a member of such board of directors, was an Outside Director.



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                 2.22 "Immediate Family" means an Outside Director's, Former
Outside Director's, Eligible Employee's or Former Eligible Employee'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.

                 2.23 "K Stock" means the Company's Class A Special Common
Stock, par value, $1.00, including a fractional share.

                 2.24      "New Key Employee" means:

                       2.24.1       Each employee of a Participating Company
                                    hired on or after the effective date of the
                                    Plan whose Annual Rate of Pay on his date of
                                    hire is $125,000 or more;

                       2.24.2       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

                       2.24.3       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.

                 2.25      "Normal Retirement" means:

                           2.25.1   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

                           2.25.2   For a Participant who is an Outside Director
                                    immediately preceding his termination of
                                    service, his normal retirement from the
                                    Board or the board of directors of Jones
                                    Intercable, Inc., as applicable.

                 2.26      "Other Available Shares" means, as of any date, the
                            excess, if any of:

                           2.26.1   The total number of Shares owned by a
                                    Person; over

                           2.26.2   The sum of:

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                                    2.26.2.1 The number of Shares owned by such
                                             Person for less than six months;
                                             plus

                                    2.26.2.2 The number of Shares owned by such
                                             Person that has, within the
                                             preceding six months, been the
                                             subject of a withholding
                                             certification under any Comcast
                                             Plan; plus

                                    2.26.2.3 The number of Shares owned by such
                                             Person 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
                                             Company or an Affiliate under any
                                             Comcast Plan, but only to the
                                             extent of the number of Shares
                                             surrendered; plus

                                    2.26.2.4 The number of Shares owned by such
                                             Person as to which evidence of
                                             ownership has, within the preceding
                                             six months, been provided to the
                                             Company in connection with the
                                             crediting of Deferred Stock Units
                                             to such Person's Account.

For purposes of this Paragraph 2.26, a Share that is subject to a deferral
election pursuant to this Plan or another Comcast Plan shall not be treated as
owned by a Person until all conditions to the delivery of such Share have
lapsed. The number of Other Available Shares shall be determined separately for
Shares of A Stock and Shares of K Stock.

                 2.27 "Option" means a non-qualified stock option to purchase
Shares granted pursuant to a Comcast Option Plan; provided that each Option with
a different Date of Grant shall be considered a separate Option.

                 2.28 "Option Shares" mean the Shares that are subject to the
portion of an Option as to which an Election is in effect, as adjusted to
reflect a Share Withholding Election.

                 2.29 "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.

                 2.30 "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.

                 2.31 "Participant" means each Outside Director, Former Outside
Director, Eligible Employee, Former Eligible Employee, Successor-in-Interest or
Permitted Transferee that

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has made an Election and that has an undistributed amount credited to an Account
under the Plan.

                 2.32 "Participating Company" means the Company and each of the
Parent Companies and Subsidiary Companies.

                 2.33 "Permitted Transferee" means a member of the Immediate
Family of an Outside Director, Former Outside Director, Eligible Employee or
Former Eligible Employee to whom the right to exercise an Option has been
transferred pursuant to a Comcast Option Plan.

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

                 2.35 "Plan" means the Comcast Corporation 1997 Deferred Stock
Option Plan, as set forth herein, and as may be amended from time to time.

                 2.36 "Plan Year" means the calendar year.

                 2.37 "Prime Rate" means the annual rate of interest identified
by PNC Bank as its prime rate as of the first day of each calendar year.

                 2.38 "Retired Participant" means a Participant who has
terminated employment pursuant to a Normal Retirement.

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

                         2.39.1 Brian L. Roberts;

                         2.39.2 A lineal descendant of Brian L. Roberts; or

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

                  2.40 "Share" or "Shares" means for all purposes of the Plan, a
share or shares of A Stock or K Stock, or such other securities issued by the
Company as may be subject to adjustment 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 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
Deferred Stock Units credited to Participants' Accounts. The Committee's
adjustment shall be effective and binding for all purposes of the Plan.

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                 2.41 "Share Withholding Election" means a written election on a
form provided by the Administrator, filed with the Administrator in accordance
with the rules applicable to the filing of Elections under Article 3, pursuant
to which an Eligible Employee, Former Eligible Employee, Successor-in-Interest
or Permitted Transferee elects to have the number of Shares deferred pursuant to
the exercise of all or part of an Option and credited under the Plan as Deferred
Stock Units adjusted so that Deferred Stock Units that would, but for a Share
Withholding Election, be credited to an Account under the Plan, shall be deemed
distributed pursuant to the Plan to satisfy applicable withholding tax
liabilities, as described in Paragraph 10.2. With respect to Options that become
subject to an Election after June 21, 1999, a Share Withholding Election must be
filed not later than the applicable deadline for filing an Election under
Article 3. With respect to Options that are subject to an Election on June 21,
1999, a Share Withholding Election must be filed on or before February 26, 1999.

                 2.42      "Subsidiary Companies" means:

                       2.42.1       all corporations that, at the time in
                                    question, are subsidiary corporations of the
                                    Company within the meaning of section 424(f)
                                    of the Code; and

                       2.42.2       Jones Intercable, Inc. and all corporations
                                    that, at the time in question, are
                                    subsidiary corporations of Jones Intercable,
                                    Inc. within the meaning of section 424(f) of
                                    the Code.

                 2.43 "Successor-in-Interest" means the estate or beneficiary of
a deceased Former Outside Director, a deceased Former Eligible Employee or
another deceased Participant, to whom the right to exercise an Option or the
right to payment under the Plan shall have passed, as applicable.

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

                       2.44.1       The liquidation of the Company; or

                       2.44.2       A Change of Control.

                 2.45 "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.        DEFERRAL ELECTIONS

                 3.1 Elections. Each Outside Director, Former Outside Director,
Eligible Employee, Former Eligible Employee, Successor-in-Interest and Permitted
Transferee who is the grantee or transferee of an Option, shall have the right
to make an Election to defer the receipt of

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Shares upon exercise of all or part of such Option by filing an Election at the
time and in the manner described in this Article 3.

                 3.2 Filing of Elections. An Election to defer the receipt of
Shares upon exercise of all or part of an Option shall be made on the form
provided by the Administrator for this purpose. No such Election shall be
effective unless it is filed with the Administrator on or before the date that
is both (i) six (6) months prior to the exercise of such Option and (ii) in the
calendar year preceding the calendar year in which such Option is exercised,
provided that an Election filed with the Administrator on or before December 31,
1997 shall be effective with respect to the exercise of any Option after
December 31, 1997.

                 3.3 Options to which Elections May Apply. A separate Election
may be made for each Option, or a portion of such Option, with respect to which
an Outside Director, Former Outside Director, Eligible Employee, Former Eligible
Employee, Successor-in-Interest or Permitted Transferee desires to defer receipt
of Shares upon exercise of all or a portion of such Option, but the failure of
such a Person to make an Election with respect to an Option shall not affect
such Person's right to make an Election for any other Option.

                 3.4       Election of Distribution Date.

                           3.4.1    Each Participant who elects to defer the
                                    receipt of Shares shall, on the Election,
                                    also elect the distribution date for such
                                    Shares; provided, however, that, subject to
                                    acceleration pursuant to Paragraph 3.4.3,
                                    Paragraph 3.4.4 or Paragraph 3.5, no
                                    distribution may be made earlier than
                                    January 2nd of the third calendar year
                                    beginning after the date of the Election nor
                                    later than January 2nd of the eleventh
                                    calendar year beginning after the date of
                                    the Election. The designation of the time
                                    for distribution of benefits under the Plan
                                    may vary with each separate Election.
                                    Subject to acceleration pursuant to
                                    Paragraph 3.4.3, Paragraph 3.4.4 or
                                    Paragraph 3.5, no distribution of the
                                    amounts deferred by a Participant for any
                                    Plan Year shall be made before the
                                    distribution date designated by the
                                    Participant on the most recently filed
                                    Election with respect to such deferred
                                    amounts.

                           3.4.2    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 Paragraph 3.4.2 has elected to defer
                                    the distribution date for Shares for an
                                    additional period from the
                                    originally-elected distribution date, may
                                    elect to defer the time of payment of such
                                    amount for a minimum of two and a maximum of
                                    ten additional years from the
                                    previously-elected distribution date, by
                                    filing an Election with the Administrator on
                                    or before the close of business

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                                    on June 30 of the Plan Year preceding the
                                    Plan Year in which the distribution would
                                    otherwise be made.

                        3.4.3       A Deceased Participant's
                                    Successor-in-Interest or the Permitted
                                    Transferee of a Deceased Participant, if
                                    applicable, may elect to:

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

                                    3.4.3.2 Accelerate the time of payment of
                                            such amount 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 Paragraph 3.4.3
                                    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. One and only
                                    one Election shall be permitted pursuant to
                                    this Paragraph 3.4.3 with respect to a
                                    Deceased Participant's Account.

                           3.4.4    A Disabled Participant, or the Permitted
                                    Transferee of a Disabled Participant, if
                                    applicable, may elect to accelerate the time
                                    of payment of the Disabled Participant's
                                    Account 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 Paragraph 3.4.4 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 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

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                                    Participant becomes a Disabled Participant
                                    after November 1 of a calendar year.

                           3.4.5    A Retired Participant, or the Permitted
                                    Transferee of a Retired

                                    Participant, if applicable, may elect to
                                    defer the time of payment of the Retired
                                    Participant's Account for a minimum of two
                                    additional years from the date payment would
                                    otherwise be made (provided that if an
                                    Election is made pursuant to this Paragraph
                                    3.4.5, 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 Paragraph 3.4.5
                                    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 the
                                    Participant's Normal Retirement after
                                    November 1 of a calendar year.

                 3.5 Effect of 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 Company 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 and any
outstanding Elections shall be revoked.

                 4.        FORM OF DISTRIBUTION

                 4.1 Form of Distribution. Deferred Stock Units credited to an
Account shall be distributed in the form of shares of A Stock and/or K Stock, as
applicable. Dividend equivalents shall be distributed in a lump sum in cash.

                 5.        BOOK ACCOUNTS

                 5.1 Account. An Account shall be established for each Outside
Director, Former Outside Director, Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee when such Person becomes a
Participant. Deferred Stock Units shall be credited to the Account as of the
date of exercise of an Option as to which an Election is in effect.

                 5.2 Crediting of Dividend Equivalents. The Account of each
Participant shall be credited with dividend equivalents at the same rate per
Deferred Stock Unit as are actually

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paid per Share. Earnings shall be credited with respect to dividend equivalents
credited to Accounts and credited with interest annually at the Prime Rate.

                 5.3 Status of Deferred Amounts. Regardless of whether or not
the Company is a Participant's employer, all Deferred Stock Units and dividend
equivalents 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.

                 6.1 Non-assignability. 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.

                 6.2 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.

                 7.        INTERPRETATION

                 7.1 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.

                 7.2 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.

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                  8.       AMENDMENT OR TERMINATION

                 8.1 Amendment or Termination. 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 to terminate this Plan at any time.

                 9.        MISCELLANEOUS PROVISIONS

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

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

                 9.3 Expiration of Options. Notwithstanding any provision of the
Plan or an Election, no Election shall be effective with respect to an Option
that has expired. In addition, no provision of the Plan or an Election shall be
construed to extend the expiration date of any Option.

                10.        WITHHOLDING OF TAXES ON EXERCISE OF OPTION

                10.1 In General. Whenever the Company proposes or is required to
credit Deferred Stock Units to an Account in connection with the exercise of an
Option, the Company shall have the right to require the optionee to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the date on which Deferred Stock Units shall be deemed
credited to the Account, or take any action whatever that it deems necessary to
protect its interests with respect to tax liabilities. The Company's obligation
to credit Deferred Stock Units to an Account on the exercise of an Option
subject to an Election shall be conditioned on the optionee's compliance, to the
Company's satisfaction, with any withholding requirement. Except as otherwise
provided in Paragraph 10.2, the Company shall satisfy all applicable withholding
tax requirements by withholding tax from other compensation payable by the
Company to the optionee, or by the optionee's delivery of cash or other property
acceptable to the Company having a value equal to the applicable withholding
tax.

                10.2 Share Withholding Election. With respect to any Option
subject to an Election, an Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee may elect to have the number of
Option Shares determined such that Shares subject to such Option are withheld by
the Company to the extent necessary to satisfy any withholding tax liabilities
incurred in connection with the exercise of such Option. The number of Shares
subject to an Option to be withheld pursuant to such a Share Withholding
Election shall have a Fair Market Value approximately equal to the sum of (i)
the minimum amount of withholding taxes

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<PAGE>

required to be withheld by the Company under applicable law, plus (ii) either
(a) the minimum amount of withholding taxes arising because of the recognition
of income (and consequent non- deferral of income) with respect to such withheld
Shares or (b) the amount of withholding taxes arising because of the recognition
of income (and consequent non-deferral of income) with respect to such withheld
Shares, calculated at the highest applicable marginal tax rates; as indicated on
the Share Withholding Election. Notwithstanding any other provision of the Plan
or the terms of any Election, the number of Deferred Stock Units credited to
Participants' Accounts shall be adjusted appropriately to reflect the
withholding of Shares pursuant to such Share Withholding Elections.

                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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