COMCAST CORPORATION
                           1990 RESTRICTED STOCK PLAN

             (As Amended and Restated, Effective September 16, 1997)

1.       PURPOSE

         The purpose of the Plan is to promote the ability of Comcast
Corporation (the "Company") to retain certain key employees and enhance the
growth and profitability of the Company by providing the incentive of long-term
awards for continued employment and the attainment of performance objectives.

2.       DEFINITIONS

         (a) "Active Grantee" means each Grantee who is actively employed by a
Participating Company.

         (b) "Affiliate" means, with respect to any Person, any other person
that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, the term
"control," including its correlative terms "controlled by" and "under common
control with," mean, with respect to any Person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.

         (c) "Award" means an award of Restricted Stock granted under the Plan.

         (d) "Board" means the Board of Directors of the Company.

         (e) "Change of Control" means any transaction or series of transactions
as a result of which any Person who was a Third Party immediately before such
transaction or series of transactions 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.

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

         (g) "Comcast Plan" means any restricted stock, stock bonus, stock
option or other compensation plan, program or arrangement established or
maintained by the Company or an Affiliate, including but not limited to this
Plan, the Comcast Corporation 1997 Deferred Stock Option Plan, the Comcast
Corporation 1996 Stock Option Plan and the Comcast Corporation 1987 Stock Option
Plan.


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         (h) "Committee" means the Subcommittee on Performance Based
Compensation of the Compensation Committee of the Board.

         (i) "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.

         (j) "Date of Grant" means the date on which an Award is granted.

         (k) "Deceased Grantee" means:

               (i)  A Grantee whose employment by a Participating Company is
                    terminated by death; or

               (ii) A Grantee who dies following termination of employment by a
                    Participating Company.

         (l) "Disabled Grantee" means:

               (i)  A Grantee whose employment by a Participating Company is
                    terminated by reason of disability;

               (ii) A Grantee who becomes disabled (as determined by the
                    Committee) following termination of employment by a
                    Participating Company; or

               (iii) The duly-appointed legal guardian of an individual
                    described in Paragraph 2(l)(i) or 2(l)(ii) acting on behalf
                    of such individual.

         (m) "Election" means a written election on a form provided by the
Committee, filed with the Committee in accordance with Paragraph 8, pursuant to
which a Grantee:

               (i)  Elects, within the time or times specified in Paragraph 8,
                    to defer the distribution date of Restricted Stock; and

               (ii) Designates the distribution date of Restricted Stock.

         (n) "Eligible Employee" means a management employee of a Participating
Company, as determined by the Committee.

         (o) "Grantee" means an Eligible Employee who is granted an Award.



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         (p) "Normal Retirement" means a Grantee's 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.

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

               (i)  the total number of Shares owned by a Grantee; over

               (ii) the sum of:

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

                        (y)     the number of Shares owned by such Grantee that
                                has, within the preceding six months, been the
                                subject of a withholding certification pursuant
                                to Paragraph 9(c)(ii) or any similar withholding
                                certification under any other Comcast Plan; plus

                        (z)     the number of Shares owned by such Grantee 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(q), a Share that is subject to a deferral
election pursuant to Paragraph 8 or another Comcast Plan shall not be treated as
owned by a Grantee until all conditions to the delivery of such Share have
lapsed. For purposes of Paragraph 9(c), the number of Other Available Shares
shall be determined separately for the Company's Class A Special Common Stock,
par value, $1.00, and for the Company's Class A Common Stock, par value, $1.00.

         (r) "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.

         (s) "Participating Company" means the Company and each of the Parent
Companies and Subsidiary Companies.

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

         (u) "Plan" means the Comcast Corporation 1990 Restricted Stock Plan, as
set forth herein, and as amended from time to time.


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         (v) "Plan Year" means the 365-day period (or the 366-day period)
extending from January 3 to the next following January 2.

         (w) "Restricted Stock" means Shares subject to restrictions as set
forth in an Award.

         (x) "Retired Grantee" means a Grantee who has terminated employment
pursuant to a Normal Retirement.

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

               (i)  Ralph J. Roberts;

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

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

         (z) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in
effect from time to time.

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

               (i) for all purposes of the Plan, a share or shares of Class A
Special Common Stock, $1.00 par value, of the Company.

               (ii) solely for purposes of Paragraphs 2(q) and 9(c), the term
"Share" or "Shares" also means a share or shares of the Company's Class A Common
Stock, par value, $1.00.

         (bb) "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.

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

               (i) the liquidation of the Company; or

               (ii) a Change of Control.

         (dd) "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.

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

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

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3.       RIGHTS TO BE GRANTED

         Rights that may be granted under the Plan are rights to Restricted
Stock, which gives the Grantee ownership rights in the Shares subject to the
Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7,
and to deferred payment, as set forth in Paragraph 8.

4.       SHARES SUBJECT TO THE PLAN

         (a) Not more than 4,875,000 Shares in the aggregate may be issued under
the Plan pursuant to the grant of Awards, subject to adjustment in accordance
with Paragraph 10. The Shares issued under the Plan may, at the Company's
option, be either Shares held in treasury or Shares originally issued for such
purpose.

         (b) If Restricted Stock is forfeited pursuant to the times of an Award,
other Awards with respect to such Shares may be granted.

5.       ADMINISTRATION OF THE PLAN

         (a) Administration. The Plan shall be administered by the Committee.

         (b) Grants. Subject to the express terms and conditions set forth in
the Plan, the Committee shall have the power, from time to time, to:

               (i)  select those Employees to whom Awards shall be granted under
                    the Plan, to determine the number of Shares to be granted
                    pursuant to each Award, and, pursuant to the provisions of
                    the Plan, to determine the terms and conditions of each
                    Award, including the restrictions applicable to such Shares;
                    and

               (ii) interpret the Plan's provisions, prescribe, amend and
                    rescind rules and regulations for the Plan, and make all
                    other determinations necessary or advisable for the
                    administration of the Plan.

The determination of the Committee in all matters as stated above shall be
conclusive.

         (c) Meetings. The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous consent of
the members of the Committee shall be the valid acts of the Committee.

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         (d) Exculpation. No member of the Committee shall be personally liable
for monetary damages for any action taken or any failure to take any action in
connection with the administration of the Plan or the granting of Awards
thereunder unless (i) the member of the Committee has breached or failed to
perform the duties of his office, and (ii) the breach or failure to perform
constitutes self-dealing, wilful misconduct or recklessness; provided, however,
that the provisions of this Paragraph 5(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.

         (e) Indemnification. Service on the Committee shall constitute service
as a member of the Board. Each member of the Committee shall be entitled without
further act on his part to indemnity from the Company to the fullest extent
provided by applicable law and the Company' s Articles of Incorporation and
By-laws in connection with or arising out of any action, suit or proceeding with
respect to the administration of the Plan or the granting of Awards thereunder
in which he may be involved by reason of his being or having been a member of
the Committee, whether or not he continues to be such member of the Committee at
the time of the action, suit or proceeding.

6.       ELIGIBILITY

         Awards may be granted only to Eligible Employees, as determined by the
Committee. No Awards shall be granted to an individual who is not an employee of
a Participating Company.

7.       RESTRICTED STOCK AWARDS

         The Committee may grant Awards in accordance with the Plan. The terms
and conditions of Awards shall be set forth in writing as determined from time
to time by the Committee, consistent, however, with the following:

         (a) Time of Grant. All Awards shall be granted within ten (10) years
from the date of adoption of the Plan by the Board.

         (b) Shares Awarded. The provisions of Awards need not be the same with
respect to each Grantee. No cash or other consideration shall be required to be
paid by the Grantee in exchange for an Award.

         (c) Awards and Agreements. A certificate shall be issued to each
Grantee in respect of Shares subject to an Award. Such certificate shall be
registered in the name of the Grantee and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such Award.
The Company may require that the certificate evidencing such Restricted Stock be
held by the Company until all restrictions on such Restricted Stock have lapsed.

         (d) Restrictions. Subject to the provisions of the Plan and the Award,
during a period set by the Committee commencing with the Date of Grant, which,
for Grantees who are subject

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to the short-swing profit recapture rules of section 16(b) of the 1934 Act by
virtue of their position as either a director, officer or holder of more than 10
percent of any class of equity securities of the Company, shall extend for at
least six (6) months from the Date of Grant, the Grantee shall not be permitted
to sell, transfer, pledge or assign Restricted Stock awarded under the Plan.

         (e) Lapse of Restrictions. Subject to the provisions of the Plan and
the Award, restrictions upon Shares subject to an Award shall lapse at such time
or times and on such terms and conditions as the Committee may determine and as
are set forth in the Award; provided, however, that the restrictions upon such
Shares shall lapse only if the Grantee on the date of such lapse is, and has
been an employee of a Participating Company continuously from the Date of Grant.
The Award may provide for the lapse of restrictions in installments, as
determined by the Committee. The Committee may, in its sole discretion, waive,
in whole or in part, any remaining restrictions with respect to such Grantee's
Restricted Stock.

         (f) Rights of the Grantee. Grantees may have such rights with respect
to Shares subject to an Award as may be determined by the Committee and set
forth in the Award, including the right to vote such Shares, and the right to
receive dividends paid with respect to such Shares.

         (g) Termination of Grantee's Employment. A transfer of an Eligible
Employee between two employers, each of which is a Participating Company, shall
not be deemed a termination of employment. In the event that a Grantee
terminates employment with all Participating Companies, all Shares remaining
subject to restrictions shall be forfeited by the Grantee and deemed canceled by
the Company.

         (h) Delivery of Shares. Except as otherwise provided by Paragraph 8,
when the restrictions imposed on Restricted Stock lapse with respect to one or
more Shares, the Company shall notify the Grantee that such restrictions no
longer apply, and shall deliver to the Grantee (or the person to whom ownership
rights may have passed by will or the laws of descent and distribution) a
certificate for the number of Shares for which restrictions have lapsed without
any legend or restrictions (except those that may be imposed by the Committee,
in its sole judgment, under Paragraph 9(a)). The right to payment of any
fractional Shares that may have accrued shall be satisfied in cash, measured by
the product of the fractional amount times the fair market value of a Share at
the time the applicable restrictions lapse, as determined by the Committee.

8.       DEFERRAL ELECTIONS

         Effective for Awards granted after September 16, 1997, a Grantee may
elect to defer the receipt of Restricted Stock as to which restrictions have
lapsed as provided by the Committee in the Award, consistent, however, with the
following:

         (a) Deferral Election.


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<PAGE>

               (i)  Election. Each Grantee shall have the right to defer the
                    receipt of all or any portion of the Restricted Stock as to
                    which the Award provides for the potential lapse of
                    applicable restrictions by filing an Election to defer the
                    receipt of such Restricted Stock on a form provided by the
                    Committee for this purpose.

               (ii) Deadline for Deferral Election. No Election to defer the
                    receipt of Restricted Stock as to which the Award provides
                    for the potential lapse of applicable restrictions shall be
                    effective unless it is filed with the Committee on or before
                    the last day of the calendar year ending before the first
                    day of the Plan Year in which the applicable restrictions
                    may lapse; provided that an Election to defer the receipt of
                    Restricted Stock as to which the Award provides for the
                    potential lapse of applicable restrictions within the same
                    Plan Year as the Plan Year in which the Award is granted
                    shall be effective if it is filed with the Committee on or
                    before the earlier of (A) the 30th day following the Date of
                    Grant or (B) the last day of the month that precedes the
                    month in which the applicable restrictions may lapse.

         (b) Effect of Failure of Restrictions on Shares to Lapse. An Election
shall be null and void if the restrictions on Restricted Stock do not lapse
before the distribution date for such Restricted Stock identified in such
Election by reason of the failure to satisfy any condition precedent to the
lapse of the restrictions.

         (c) Deferral Period. Except as otherwise provided in Paragraph 8(d),
all Restricted Stock that is subject to an Election shall be delivered to the
Grantee (or the person to whom ownership rights may have passed by will or the
laws of descent and distribution) without any legend or restrictions (except
those that may be imposed by the Committee, in its sole judgment, under
Paragraph 9(a)), on the distribution date for such Restricted Stock designated
by the Grantee on the most recently filed Election. Subject to acceleration or
deferral pursuant to Paragraph 8(d) or Paragraph 11, no distribution may be made
earlier than January 2nd of the third calendar year beginning after the date on
which the applicable restrictions may lapse, nor later than January 2nd of the
eleventh calendar year beginning after the date on which the applicable
restrictions may lapse. The distribution date may vary with each separate
Election.

         (d)      Additional Deferral Election.

               (i)  Each Active Grantee who has previously made an Election to
                    receive a distribution of part or all of his or her Account,
                    or who, pursuant to this Paragraph 8(d)(i) has made an
                    Election to defer the distribution date for Restricted Stock
                    for an additional period from the originally-elected
                    distribution date, may elect to defer the distribution date
                    for a minimum of two and a maximum of ten additional years
                    from the previously-elected

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<PAGE>

                    distribution date, by filing an Election with the Committee
                    on or before the close of business on June 30 of the
                    calendar year preceding the calendar year in which the
                    distribution would otherwise be made.

               (ii) A Deceased Grantee's estate or beneficiary to whom the right
                    to payment under the Plan shall have passed may elect to (A)
                    defer the distribution date for the Deceased Grantee's
                    Restricted Stock 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 8(d)(ii)(A),
                    the Deceased Grantee's deferred Restricted Stock shall be
                    distributed in full on or before the fifth anniversary of
                    the Deceased Grantee's death); or (B) accelerate the
                    distribution date for the Deceased Grantee's Restricted
                    Stock from the date payment would otherwise be made to
                    January 2nd of the calendar year beginning after the
                    Deceased Grantee's death. An Election pursuant to this
                    Paragraph 8(d)(ii) must be filed with the Committee on or
                    before the close of business on (x) the June 30 following
                    the Grantee's death on or before May 1 of a calendar year,
                    (y) the 60th day following the Grantee's death after May 1
                    and before November 2 of a calendar year or (z) the December
                    31 following the Grantee's death after November 1 of a
                    calendar year. One and only one Election shall be permitted
                    pursuant to this Paragraph 8(d)(ii) with respect to a
                    Deceased Grantee.

              (iii) A Disabled Grantee may elect to accelerate the distribution
                    date of the Disabled Grantee's Restricted Stock from the
                    date payment would otherwise be made to January 2nd of the
                    calendar year beginning after the Grantee became disabled.
                    An Election pursuant to this Paragraph 8(d)(iii) must be
                    filed with the Committee on or before the close of business
                    on the (x) the June 30 following the date the Grantee
                    becomes a Disabled Grantee if the Grantee becomes a Disabled
                    Grantee on or before May 1 of a calendar year, (y) the 60th
                    day following the date the Grantee becomes a Disabled
                    Grantee if the Grantee becomes a Disabled Grantee after May
                    1 and before November 2 of a calendar year or (z) the
                    December 31 following the date the Grantee becomes a
                    Disabled Grantee if the Grantee becomes a Disabled Grantee
                    after November 2 of a calendar year.

               (iv) A Retired Grantee may elect to defer the distribution date
                    of the Retired Grantee's Restricted Stock 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 8(d)(iv), the Retired Grantee's Account shall
                    be distributed in full on or before the fifth anniversary of
                    the Retired Grantee's Normal Retirement). An Election
                    pursuant to this Paragraph 8(d)(iv) must be filed with the
                    Committee on or before the close of

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<PAGE>

                    business on the later of (x) the June 30 following the
                    Grantee's Normal Retirement on or before May 1 of a calendar
                    year, (y) the 60th day following the Grantee's Normal
                    Retirement after May 1 and before November 2 of a calendar
                    year or (z) the December 31 following the Grantee's Normal
                    Retirement after November 1 of a calendar year.

         (e) Status of Deferred Shares. A Grantee's right to delivery of Shares
subject to an Election under this Paragraph 8 shall at all times represent the
general obligation of the Company. The Grantee 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 such obligation. Nothing contained in the
Plan or an Award shall be deemed to create an escrow, trust, custodial account
or fiduciary relationship of any kind. Nothing contained in the Plan or an Award
shall be construed to eliminate any priority or preferred position of a Grantee
in a bankruptcy matter with respect to claims for wages.

         (f) Non-Assignability, Etc. The right of a Grantee to receive Shares
subject to an Election under this Paragraph 8 shall not be subject in any manner
to attachment or other legal process for the debts of such Grantee; and no right
to receive Shares hereunder shall be subject to anticipation, alienation, sale,
transfer, assignment or encumbrance.

9.       SECURITIES LAWS; TAXES

         (a) Securities Laws. The Committee shall have the power to make each
grant of Awards under the Plan subject to such conditions as it deems necessary
or appropriate to comply with the then-existing requirements of the 1933 Act and
the 1934 Act, including Rule 16b-3. Such conditions may include the delivery by
the Grantee of an investment representation to the Company in connection with
the lapse of restrictions on Shares subject to an Award, or the execution of an
agreement by the Grantee to refrain from selling or otherwise disposing of the
Shares acquired for a specified period of time or on specified terms.

         (b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall be
entitled, if necessary or desirable, to withhold the amount of any tax, charge
or assessment attributable to the grant of any Award or lapse of restrictions
under any Award. The Company shall not be required to deliver Shares pursuant to
any Award until it has been indemnified to its satisfaction for any such tax,
charge or assessment.

         (c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash
to Satisfy Tax Liability.

               (i)  In connection with the grant of any Award or the lapse of
                    restrictions under any Award, the Company shall have the
                    right to (A) require the Grantee to remit to the Company an
                    amount sufficient to satisfy any federal, state and/or local
                    withholding tax requirements prior to the


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<PAGE>

                    delivery or transfer of any certificate or certificates for
                    Shares subject to such Award, or (B) take any action
                    whatever that it deems necessary to protect its interests
                    with respect to tax liabilities. The Company's obligation to
                    make any delivery or transfer of Shares shall be conditioned
                    on the Grantee's compliance, to the Company's satisfaction,
                    with any withholding requirement.

               (ii) Except as otherwise provided in this Paragraph 9(c)(ii), any
                    tax liabilities incurred in connection with grant of any
                    Award or the lapse of restrictions under any Award under the
                    Plan shall be satisfied by the Company's withholding a
                    portion of the Shares subject to such Award having a fair
                    market value approximately equal to the minimum amount of
                    taxes required to be withheld by the Company under
                    applicable law, unless otherwise determined by the Committee
                    with respect to any Grantee. Notwithstanding the foregoing,
                    the Committee may permit a Grantee to elect one or both of
                    the following: (A) to have taxes withheld in excess of the
                    minimum amount required to be withheld by the Company under
                    applicable law; provided that the Grantee certifies in
                    writing to the Company at the time of such election that the
                    Grantee owns Other Available Shares having a fair market
                    value that is at least equal to the fair market value to be
                    withheld by the Company in payment of withholding taxes in
                    excess of such minimum amount; and (B) to pay to the Company
                    in cash all or a portion of the taxes to be withheld in
                    connection with such grant or lapse of restrictions. In all
                    cases, the Shares so withheld by the Company shall have a
                    fair market value that does not exceed the amount of taxes
                    to be withheld minus the cash payment, if any, made by the
                    Grantee. The fair market value of such Shares shall be
                    determined based on the last reported sale price of a Share
                    on the principal exchange on which Shares are listed or, if
                    not so listed, on the NASDAQ Stock Market on the last
                    trading day prior to the date of such grant or lapse of
                    restriction. Any election pursuant to this Paragraph
                    9(c)(ii) must be in writing made prior to the date specified
                    by the Committee, and in any event prior to the date the
                    amount of tax to be withheld or paid is determined. In
                    addition, with respect to persons subject to reporting
                    requirements under Section 16(a) of the 1934 Act, such
                    election must be made at least six months prior to the date
                    the amount of tax to be withheld or paid is determined
                    (which election will remain in effect with regard to all
                    future grants of Awards or lapses of restrictions, as
                    applicable, unless revoked upon six months prior notice). An
                    election pursuant to this Paragraph 9(c)(ii) may be made
                    only by a Grantee or, in the event of the Grantee's death,
                    by the Grantee's legal representative. No Shares withheld
                    pursuant to this Paragraph 9(c)(ii) shall be available for
                    subsequent grants under the Plan. The Committee may add such
                    other requirements and limitations regarding elections
                    pursuant to this Paragraph 9(c)(ii) as it deems appropriate.

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<PAGE>


10.      CHANGES IN CAPITALIZATION

         The aggregate number of Shares and class of Shares as to which Awards
may be granted and the number of Shares covered by each outstanding Award shall
be appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Shares and/or other outstanding equity security or a
recapitalization or other capital adjustment (not including the issuance of
Shares and/or other outstanding equity securities on the conversion of other
securities of the Company which are convertible into Shares and/or other
outstanding equity securities) affecting the Shares which is effected without
receipt of consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Paragraph 10 and any such
determination by the Committee shall be final, binding and conclusive.

11.      TERMINATING EVENTS

         The Committee shall give Grantees at least thirty (30) days' notice
(or, if not practicable, such shorter notice as may be reasonably practicable)
prior to the anticipated date of the consummation of a Terminating Event. The
Committee may, in its discretion, provide in such notice that upon the
consummation of such Terminating Event, any restrictions on Restricted Stock
(other than Restricted Stock that has previously been forfeited) shall be
eliminated, in full or in part. Further, the Committee may, in its discretion,
provide in such notice that notwithstanding any other provision of the Plan or
the terms of any Election made pursuant to Paragraph 8, upon the consummation of
a Terminating Event, all Restricted Stock subject to an Election made pursuant
to Paragraph 8 shall be transferred to the Grantee.

12.      AMENDMENT AND TERMINATION

         The Plan may be terminated by the Board at any time. The Plan may be
amended by the Board or the Committee at any time. No Award shall be affected by
any such termination or amendment without the written consent of the Grantee.

13.      EFFECTIVE DATE

         The effective date of this amendment and restatement of the Plan is the
date on which it is adopted by the Board. The adoption of this amendment and
restatement of the Plan and the grant of Awards pursuant to this amendment and
restatement of the Plan is subject to the approval of the shareholders of the
Company to the extent that the Committee determines that such approval (a) is
required pursuant to the By-laws of the National Association of Securities
Dealers, Inc., and the schedules thereto, in connection with issuers whose
securities are included in the NASDAQ National Market System, or (b) is required
to satisfy the conditions on Rule 16b-3. If the Committee determines that
shareholder approval is required to satisfy the foregoing conditions, the Board
shall submit the Plan to the shareholders the Company for their approval at the
first annual meeting of shareholders held after the adoption of the Plan by the
Board.

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<PAGE>
14.      GOVERNING LAW

         The Plan and all determinations made and actions taken pursuant to the
Plan shall be governed in accordance with Pennsylvania law.

                       Executed as of the 16th day of September, 1997


                               COMCAST CORPORATION




                               BY:/s/ Stanley Wang




                               ATTEST: /s/ Arthur R. Block


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