COMCAST CORPORATION

                         1996 DEFERRED COMPENSATION PLAN

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

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                                TABLE OF CONTENTS


                                                                           Page

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

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

                 3.        ELECTION TO DEFER COMPENSATION..................  8

                 4.        FORMS OF DISTRIBUTION........................... 12

                 5.        BOOK ACCOUNTS................................... 12

                 6.        NON-ASSIGNABILITY, ETC.......................... 14

                 7.        DEATH OR DISABILITY OF PARTICIPANT.............. 15

                 8.        INTERPRETATION.................................. 15

                 9.        AMENDMENT OR TERMINATION........................ 16

                10.        MISCELLANEOUS PROVISIONS........................ 16

                11.        EFFECTIVE DATE.................................. 16


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                               COMCAST CORPORATION
                         1996 DEFERRED COMPENSATION PLAN

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

                 1.        ESTABLISHMENT OF PLAN

         COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 1996 Deferred Compensation Plan (the "Plan"),
effective as of September 16, 1997. The Plan was adopted effective as of August
15, 1996, to permit outside directors and eligible employees to defer the
receipt of compensation otherwise payable to such outside directors and eligible
employees in accordance with the terms of the Plan. The Plan is a continuation
of the Prior Plan, which was initially effective as of February 12, 1974. The
Plan is unfunded and is maintained primarily for the purpose of providing
deferred compensation to outside directors and to a select group of management
or highly compensated employees.

                 2.        DEFINITIONS

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

                 2.2 "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.

                 2.3 "Active Participant" means:

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

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


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                 2.4 "Administrator" means the Committee.

                 2.5 "Annual Rate of Pay" means, as of any date, the sum of:

                        2.5.1   An employee's annualized base pay rate, plus

                        2.5.2   The amount of bonus, if any, paid to such
                                employee pursuant to a Bonus Program during the
                                365-day period ending on such date.

An employee's Annual Rate of Pay shall not include sales commissions or other
similar payments or awards.

                 2.6 "Applicable Interest Rate" means:

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

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

                 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 "Bonus Program" means a plan or arrangement maintained by a
Participating Company for the benefit of a class or category of employees, which
provides for the payment of a cash bonus to eligible members of such class or
category upon the satisfaction of such conditions as may be provided under such
plan or arrangement, provided that the term "Bonus Program" shall not include
any arrangement for the payment of sales commissions or other similar payments
or awards.

                 2.9 "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.

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

                 2.11 "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.

                 2.12 "Company Stock" means Comcast Corporation Class A Special
Common Stock, par value, $1.00, including a fractional share, or such other
securities issued by Comcast Corporation as may be the subject to adjustment in
the event that shares of Company Stock are changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company,
whether through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split-up or other substitution of securities of the Company. In
such event, the Committee shall make appropriate equitable anti-dilution
adjustments to the number and class of hypothetical shares of Company Stock
credited to Participants' Accounts under the Company Stock Fund. Any reference
to the term "Company Stock" in the Plan shall be a reference to the appropriate
number and class of shares of stock as adjusted pursuant to this Section 2.12.
The Committee's adjustment shall be effective and binding for all purposes of
the Plan.

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

                 2.14 "Compensation" means:

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

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

                 2.15 "Deceased Participant" means:

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


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

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

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

                 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 or an Eligible Employee may:

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

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

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

                 2.18 "Eligible Employee" means:

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

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

                        2.18.3  Each employee of a Participating Company whose
                                Annual Rate of Pay is $125,000 or more as of
                                both (1) the date on which an

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                                Election is filed with the Administrator and (2)
                                the first day of the Plan Year in which such
                                Election is filed.

                        2.18.4  Each New Key Employee.

                 2.19 "Fair Market Value."

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

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

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

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

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

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

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

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

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

                 2.26 "New Key Employee" means each employee of a Participating
Company hired on or after August 15, 1996 whose annual rate of pay on his date
of hire is $125,000 or more.

                 2.27 "Normal Retirement" means:

                        2.27.1  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

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

                 2.28 "Outside Director" means a member of the Board who is not
an employee of a Participating Company.

                 2.29 "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.

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

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

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

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

                 2.34 "Plan Year" means the calendar year.

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

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

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

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

                        2.38.1  Ralph J. Roberts;

                        2.38.2  A lineal descendant of Ralph J. Roberts; or

                        2.38.3  A trust established for the benefit of any of
                                Ralph J. Roberts and/or a lineal descendant or
                                descendants of Ralph J. Roberts.

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

                 2.40 "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.

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

                        2.41.1  The liquidation of the Company; or

                        2.41.2  A Change of Control.

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

                 3. ELECTION TO DEFER COMPENSATION

                 3.1 Elections. Each Outside Director and Eligible Employee
shall have the right to defer all or any portion of the Compensation (including
bonuses, if any) which he or she

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

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

                 3.3 Filing of Elections by New Key Employees. Notwithstanding
Section 3.1 and Section 3.2, a New Key Employee may elect to defer all or any
portion of his or her compensation to be earned in the Plan Year in which the
New Key Employee was hired, beginning with the payroll period next following the
filing of an Election with the Administrator and before the close of such Plan
Year by making and filing the Election with the Administrator within 30 days of
such New Key Employee's date of hire. Elections by such New Key Employee for
succeeding Plan Years shall be made in accordance with Section 3.1 and Section
3.2.

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

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

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                 3.6 Designation of Payment Date.

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

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

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

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

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

                                 An Election pursuant to this Section 3.6.3 must
                                 be filed with the Administrator on or before
                                 the close of business on (i) the June 30

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

                        3.6.4 A Disabled Participant may elect to:

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

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

                                    An Election pursuant to this Section 3.6.4
                                    must be filed with the Administrator on or
                                    before the close of business on the later of
                                    (i) the June 30 following the date the
                                    Participant becomes a Disabled 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 2 of a calendar
                                    year.

                        3.6.5 A Retired Participant may elect to:

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

                              3.6.5.2   Defer the time of payment of the Retired
                                        Participant's Account to begin for a
                                        minimum of one additional year from the
                                        date payment would otherwise begin
                                        (provided that if an Election is made
                                        pursuant to this Section 3.6.5.1, the
                                        Retired Participant's Account shall be
                                        distributed in full


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                                 on or before the fifth anniversary of the
                                 Retired Participant's Normal Retirement).

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

                    3.6.6     Except as provided in Section 3.6.4, Section 3.6.5
                              or Section 3.6.7, or if permitted by the
                              Administrator in its sole discretion pursuant to
                              this Section 3.6.6, no Inactive Participant who
                              has previously elected to receive a distribution
                              of part or all of his her Account, or who,
                              pursuant to this Section 3.6.6, has elected to
                              defer payment for an additional period from the
                              originally elected payment date, may elect to
                              defer the payment of such amount to any subsequent
                              date. An Inactive Participant, if permitted by the
                              Administrator in its sole discretion, may elect to
                              defer the payment of such amount for a minimum of
                              one and a maximum of ten additional years from the
                              previously-elected payment date, but not later
                              than the date permitted by the Administrator, by
                              filing an Election with the Administrator on or
                              before the close of business on June 30 of the
                              Plan Year preceding the Plan Year in which the
                              distribution would otherwise be made.

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

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

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                              to be an Active Participant shall be made on the
                              payment date designated by the Participant on the
                              last Election filed with respect to such deferred
                              amounts before the Participant ceased to be an
                              Active Participant.

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

                 4. FORMS OF DISTRIBUTION

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

                        4.1.1       A lump sum payment.

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

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

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

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

                 5. BOOK ACCOUNTS

         5.1 Deferred Compensation Account. A deferred Compensation Account
shall be established for each Outside Director and Eligible Employee when such
Outside Director or Eligible Employee becomes a Participant. The balance of each
Participant's Account as of January 1, 1997 shall include the balance of such
Participant's account under the Prior Plan as of


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December 31, 1996. Compensation deferred pursuant to the Plan shall be credited
to the Account on the date such Compensation would otherwise have been payable
to the Participant. Income, gains and losses on the balance of the Account shall
be credited to the Account as provided in Section 5.2.

                 5.2 Crediting of Income, Gains and Losses on Accounts.

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

                        5.2.2       Investment Fund Elections. Effective 
                                    January 1, 1997:

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

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

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

                                    5.2.2.4 Investment fund Elections under this
                                            Section 5.2.2 shall be effective as
                                            of the first day of each Plan Year
                                            beginning on and after January 1,
                                            1997, provided that the election is
                                            filed with the Committee on or
                                            before the close of business on
                                            December 31 of the Plan Year
                                            preceding such Plan Year.

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<PAGE>

                                            A Participant may only make an
                                            investment fund Election with
                                            respect to the Participant's
                                            accumulated Account as of December
                                            31, and not with respect to
                                            Compensation to be deferred for a
                                            Plan Year.

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

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

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

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

                 6. NON-ASSIGNABILITY, ETC.

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


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<PAGE>

                 7. DEATH OR DISABILITY OF PARTICIPANT

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

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

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

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

                 8. INTERPRETATION

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

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

                 9. AMENDMENT OR TERMINATION

                 9.1 Amendment or Termination. Except as otherwise provided by
Section 9.2, the Company, by action of the Board or by action of the Committee,
reserves the right at any

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<PAGE>

time, or from time to time, to amend or modify this Plan. The Company, by action
of the Board, reserves the right at any time, or from time to time terminate
this Plan.

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

                10. MISCELLANEOUS PROVISIONS

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

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

                11. EFFECTIVE DATE

          The effective date of the Plan this amendment and restatement of the
Plan shall be September 16, 1997.

         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 16th day of September, 1997.

                                      COMCAST CORPORATION



                                      BY: /s/ Stanley Wang



                                      ATTEST: /s/ Arthur R. Block


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