COMCAST CORPORATION
                         1997 DEFERRED STOCK OPTION PLAN

              (As Amended and Restated, Effective January 27, 1999)


                                      
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                                TABLE OF CONTENTS


                                                                            Page

                  1.       ESTABLISHMENT OF PLAN..............................1

                  2.       DEFINITIONS........................................1

                  3.       DEFERRAL ELECTIONS.................................8

                  4.       FORM OF DISTRIBUTION..............................10

                  5.       BOOK ACCOUNTS.....................................10

                  6.       NON-ASSIGNABILITY, ETC............................11

                  7.       INTERPRETATION....................................11

                  8.       AMENDMENT OR TERMINATION..........................12

                  9.       MISCELLANEOUS PROVISIONS..........................12

                  10.      WITHHOLDING OF TAXES ON EXERCISE OF OPTION........12

                  11.      EFFECTIVE DATE....................................13


                                       
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                               COMCAST CORPORATION
                         1997 DEFERRED STOCK OPTION PLAN

              (As Amended and Restated, Effective January 27, 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 January 27, 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 New Key Employee; and

                2.18.3  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,  but who,  immediately  preceding  his  cessation  of
service as a member of the Board, was an Outside Director.

        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.

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        2.24    "New  Key  Employee"  means  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.

        2.25    "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.

        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:

                        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.

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.

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        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 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 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;

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                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.

        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 January 27, 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 January
27, 1999, a Share  Withholding  Election must be filed on or before February 26,
1999.

        2.42    "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.

        2.43    "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.

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        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 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.

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                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 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)

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                        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  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

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        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 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

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        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.

        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.

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<PAGE>
        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 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 January 27, 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 27th day of January 1999.

                                         COMCAST CORPORATION


                                         BY:  /s/ Stanley Wang
                                              ----------------------------------
                                              Stanley Wang


                                         ATTEST: /s/ Arthur R. Block
                                                 -------------------------------
                                                 Arthur R. Block


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