COMPENSATION AND DEFERRED COMPENSATION AGREEMENT
               (as amended and restated effective August 31, 1998)

     AGREEMENT  amended and  restated as of the 31st day of August,  1998 by and
between  COMCAST  CORPORATION,  a Pennsylvania  corporation  (the  "Company," as
further defined in Section 12), and RALPH J. ROBERTS ("Roberts").

                                 R E C I T A L S

     WHEREAS,  Roberts has been  employed  by the  Company  since he founded the
Company in 1969 and is currently Chairman of the Board of Directors; and

     WHEREAS,  Roberts and the Company entered into a Compensation  and Deferred
Compensation  Agreement  and Stock  Appreciation  Bonus Plan, as of September 9,
1993, as amended and restated March 16, 1994 (the "1993  Agreement"),  which was
approved by the Company's shareholders on June 22, 1994; and

     WHEREAS,  certain  employment and compensation  terms of the 1993 Agreement
expired on December 31, 1997; and

     WHEREAS,  the  Company's  Board of Directors  (the  "Board") as well as the
Board's   Compensation   Committee  (the   "Compensation   Committee")  and  its
Subcommittee on Performance-Based  Compensation (the  "Subcommittee")  recognize
that  Roberts'  contribution  to the  growth  and  success  of the  Company  has
continued to be  substantial  throughout the term of the 1993 Agreement and that
without his continued  leadership and vision the Company would not have achieved
and  maintained  its  current  preeminent  status  in the cable  television  and
cellular  communications  industries  nor would the Company  have  achieved  its
performance levels or successfully  consummated the many strategic  transactions
that have closed during the term of the 1993 Agreement; and
<PAGE>

     WHEREAS,  the Board  desires to assure the  Company of  Roberts'  continued
employment  in an  executive or  consultative  capacity  and to  compensate  him
therefor; and

     WHEREAS,  the Company's  shareholders  approved a 1996 Executive Cash Bonus
Plan on June 18, 1997 (the "Cash Bonus Plan"); and

     WHEREAS,  the Board has established  the  Subcommittee as a subcommittee of
its Compensation  Committee comprised of two outside directors and which has the
responsibility    for   establishing   the   criteria   for   the   payment   of
performance-based  compensation  to  Roberts  and  the  Company's  other  senior
executive officers; and

     WHEREAS, Roberts is currently a participant in the Company's 1992 Executive
Split  Dollar  Insurance  Plan  (the  "1992  Split-Dollar  Plan")  and its  1994
Executive Split Dollar Insurance Plan (together, the "1992 and 1994 Split-Dollar
Plans"),  each of which provides a death benefit to the Roberts family following
the death of the last  survivor of Roberts and his spouse and a repayment of all
amounts  advanced  by the  Company on behalf of  Roberts  and his spouse for the
purpose of assisting  Roberts to maintain in force the life  insurance  policies
issued thereunder; and

     WHEREAS,  in accordance with the 1993 Agreement,  the Company has increased
the life insurance  protection  provided for the Roberts family  pursuant to the
1992 Split-Dollar Plan; and

     WHEREAS,  in the 1993  Agreement  the  Company  also  agreed to extend  its
premium payment  obligations under the 1992 Split-Dollar Plan until the death of
the  survivor of Roberts and his spouse and to pay an  additional  annual  bonus
until the death of their  survivor  in an amount  that  takes into  account  the
owner's share of the applicable insurance premiums and the income and gift taxes
attributable thereto; and

                                      -2-

<PAGE>

     WHEREAS, Roberts and the Company have entered into a 1996 Split-Dollar Life
Insurance Agreement (the "1996 Split-Dollar Agreement"),  which provides a death
benefit to the Roberts  family  following  Roberts' death and a repayment of all
amounts  advanced  by the  Company  on  behalf of  Roberts  for the  purpose  of
assisting  Roberts  to  maintain  in force the life  insurance  policies  issued
thereunder; and

     WHEREAS,  Roberts,  in  preference  to  other  forms  of  compensation  and
incentive  compensation,  wishes to provide additional life insurance protection
for his family  following  the death of the last  survivor  of  Roberts  and his
spouse and the Committee has  determined  that it would be in the Company's best
interests to provide such additional protection; and

     WHEREAS, in order to provide this additional  insurance  protection Roberts
and  the  Compensation  Committee,  upon  receiving  the  advice  of  management
compensation  consulting  firms,  have agreed that the Company will increase the
insurance  protection for the Roberts  family under a  split-dollar  arrangement
pursuant to which it will (a)  continue  its current  practice of  providing  an
additional bonus to Roberts (and his surviving  spouse,  if any) with respect to
the portion of the premiums  payable by the owner of the insurance  policies and
(b) provide that such  additional  bonus shall also take into account the income
and gift taxes payable on such bonus; and

     WHEREAS,  Roberts and the  Company  desire to amend the 1993  Agreement  in
order to replace certain tax gross-up  bonuses  contained  therein  (relating to
options  owned by Roberts on Class B Common Stock of the  Company)  with a death
benefit in a fixed amount; and

     WHEREAS,  Roberts and the Company  wish to confirm  their other  continuing
rights and  obligations  under all of their existing  agreements,  including the
1993 Agreement; and

                                      -3-

<PAGE>

     WHEREAS,  Roberts is willing to commit  himself to serve the Company on the
terms herein provided;

     NOW  THEREFORE,  in  consideration  of the foregoing and of the  respective
covenants and  agreements of the parties  herein  contained,  the parties hereto
agree as follows:

     1. Continued Service to the Company; Effect of Service Period Termination.

          1.1 The Company  hereby  agrees to retain  Roberts and Roberts  hereby
agrees to continue to serve the Company,  on the terms and  conditions set forth
herein,  for a term  commencing  on the date hereof and expiring on December 31,
2002 (unless Roberts'  services are sooner  terminated as hereinafter set forth)
(the "Service Period").

          1.2  Except  as  specifically  provided  herein,  the  termination  of
Roberts'  services  under  Section 4 shall not  affect the  parties'  continuing
rights and obligations under this Agreement.  As more  specifically  provided in
Sections 6, 13 and 23.1  hereof,  the  termination  of Roberts'  services  under
Section 4 also shall not affect the Company's  continuing  obligations under the
1993 Agreement and the other Pre-Existing Agreements (as defined in Section 6).

     2. Position and Duties. During the Service Period:

          2.1 Roberts  shall serve as the  Chairman of the Board,  or such other
officer  position as agreed to by Roberts and the Company  (unless he chooses to
withdraw from such position in connection with his making a Consultant  Election
described in Section 3.2), and, in such position,  he shall have such powers and
duties as may from time to time be prescribed  by the Board in  accordance  with
Section 4-6 of the Company's By-Laws.

          2.2 As long as Roberts retains his executive status, he shall continue
to devote  substantially  all of his working time and effort to the business and
affairs of the Company.  It is  recognized  that Roberts has outside  interests,
including,  but not  limited  to,  serving as a director  

                                      -4-

<PAGE>

on the boards of other  corporations  and that  Roberts may devote a  reasonable
amount of time to such outside interests.

          2.3  Roberts  may at any time,  upon  thirty  (30) days  notice to the
Company,  elect to change  his  position  from that of an  executive  to that of
consultant to the Company,  without any executive duties. Such an election shall
be referred to as the  "Consultant  Election." If Roberts  makes the  Consultant
Election,  he shall  thereafter  devote  such time as may be  necessary  for the
performance of those duties which are reasonably requested by the Company.

          2.4 In connection  with his service as an executive or a consultant to
the Company, Roberts shall be based at the Company's principal executive offices
in the Delaware Valley.

          2.5 The  provisions  of this Section 2 shall not prevent  Roberts from
investing his assets in such form and manner as he chooses;  provided,  however,
that Roberts  shall not have any personal  interest,  direct or indirect  (other
than through the Company or its  subsidiaries),  financial or otherwise,  in any
supplier to, buyer from, or  competitor of the Company  unless such interest is,
or  arises  solely  from  ownership  of,  less  than  two  percent  (2%)  of the
outstanding capital stock of such supplier, buyer or competitor and such capital
stock is  available  to the  general  public  through  trading on any  national,
regional or over-the-counter securities market.

     3. Compensation and Related Matters.

          3.1 Base Payment.  For each full year  included in the Service  Period
the Company shall pay Roberts a base payment  ("Base  Payment") for all services
to be rendered each year by Roberts as an executive or a consultant hereunder of
One  Million  Dollars  ($1,000,000)  per annum  (less  appropriate  deductions),
payable in installments at such times as the Company customarily pays its senior
executive  officers (but in any event no less often than 

                                      -5-

<PAGE>

monthly).  Effective as of each January 1 (beginning in 1999) or such other date
as may be determined by the Compensation  Committee,  the Compensation Committee
shall  adjust  Roberts'  Base  Payment  in order to reflect  the  greater of (i)
increases subsequent to 1997 in the Consumer Price Index for all urban consumers
published  by the  United  States  Department  of  Labor  or  (ii)  the  average
percentage  increase in the base  compensation  of the five (5) employees of the
Company  having the  highest  base  compensation  (other than  Roberts)  for the
preceding  year.  Once  established at an increased  annual rate,  Roberts' Base
Payment  hereunder  shall not  thereafter  be reduced  unless such  reduction is
pursuant to an overall plan to reduce the  salaries of all the senior  executive
officers of the Company.

          3.2  Performance-Based  Compensation  under Cash Bonus Plan.  For each
full year in the Service Period during which Roberts remains an executive of the
Company, he shall be entitled to an annual  performance-based  cash bonus ("Cash
Bonus")  of up to  fifty  percent  (50%)  of the  Base  Payment,  determined  in
accordance  with,  and upon  satisfaction  of, the  performance-based  standards
contained in the Cash Bonus Plan.

          3.3 Expenses.  During the Service Period, Roberts shall be entitled to
receive prompt  reimbursement  for all reasonable  expenses  incurred by him (in
accordance with the policies and procedures established from time to time by the
Board for its senior  executive  officers)  in  performing  services  hereunder,
provided that Roberts  properly  accounts  therefor in  accordance  with Company
policy.

          3.4  1997/1998  Split-Dollar  Agreement.  The Company  shall assist in
providing  additional  survivorship life insurance protection for the benefit of
the  Roberts  family in  accordance  with the terms of a  separate  split-dollar
insurance  agreement  executed  by  the  Company  and  Roberts  (the  "1997/1998
Split-Dollar Agreement"),  which in all material respects 

                                      -6-

<PAGE>

is  similar  to the  form of  agreement  attached  hereto  as  Appendix  A.  The
additional insurance shall provide the survivorship life insurance protection to
the  Roberts  family  which is  shown  on  Schedule  A  attached  to the form of
agreement.  This  increase in  insurance  protection  shall in no way affect the
obligation  to repay to the  Company all loans  which it has  advanced  and will
advance in the future pursuant to the  Split-Dollar  Arrangements (as defined in
Section 3.10.1(i)).  In the event the additional insurance required hereunder is
unavailable,  or in the event the terms on which it may be available  become too
onerous,  in the mutual  determination  of the Company and Roberts,  the Company
shall satisfy the  obligations  contained in this Section 3.4 by providing  cash
benefits  or other  valuable  consideration,  acceptable  in amount  and form to
Roberts.

          3.5 Other Benefits.  Except as otherwise specifically provided herein,
Roberts shall  continue to be eligible to  participate  in all employee  benefit
plans  and  arrangements  in  effect  on the date of this  Agreement  and  shall
continue to obtain benefits thereunder, including, without limitation, each plan
or program for key executives, each bonus plan, savings and profit sharing plan,
supplemental  pension and retirement  plan, stock ownership plan, stock purchase
plan, stock option plan, life insurance plan, medical insurance plan, disability
plan, dental plan and  health-and-accident  plan.  Except as otherwise  provided
herein or as required by law, the Company shall not make any changes in any such
employee  benefit plans or arrangements  which would  adversely  affect Roberts'
rights or benefits  thereunder,  unless such change occurs pursuant to a program
applicable  to  all  executives  of  the  Company  and  does  not  result  in  a
proportionately  greater  reduction  in the rights of or  benefits to Roberts as
compared  with any  executive  of the  Company.  Roberts  shall be  entitled  to
participate  in  or  receive   benefits  under  any  employee  benefit  plan  or
arrangement  made  available  by the  Company in the  future to its most  senior
executives and key management  employees,  subject to and on a basis  consistent
with  the  terms,   

                                      -7-

<PAGE>

conditions and overall  administration  of such plan or  arrangement.  No amount
paid to  Roberts  under  any plan or  arrangement  presently  in  effect or made
available in the future shall be deemed to be in lieu of the annual Base Payment
payable to Roberts  pursuant to Section  3.1. In the event any benefit  provided
for in this  Section  3.5 is not able to be granted  to  Roberts  because he has
become a  consultant  to the  Company,  the Company  will  provide  Roberts with
benefits having comparable benefits and value on an after-tax basis.

          3.6  Vacations.  Roberts  shall be entitled to not fewer than the same
number of paid vacation days in each calendar year as he is currently  entitled.
Roberts shall also be entitled to all paid holidays  given by the Company to its
senior executive officers.

          3.7  Perquisites.  So long as he  serves as  Chairman  of the Board or
other  officer  position,  Roberts  shall be entitled to continue to receive the
perquisites  and fringe  benefits  appertaining to the office of the Chairman of
the Board in accordance with the Company's present practice.

          3.8 Deferred Compensation. As long as Roberts and the Company so agree
in writing  prior to December 31 of any  calendar  year (or such earlier date as
may be required by the Company's 1996 Deferred  Compensation  Plan),  and to the
extent so agreed, the payment of all or any portion of the compensation  payable
to Roberts in the next following calendar year (including,  without  limitation,
(i) any tax  grossed-up  bonus  payable to Roberts to cover the owner's share of
the life insurance premiums subject to the Split-Dollar Arrangements (as defined
in Section 3.10.1(i)),  and (ii) any compensation payable in such year by reason
of having been  deferred from a prior year pursuant to an election made prior to
June 30 of the year prior to the year of distribution in accordance with Section
3.6.2 of the 1996 Deferred  Compensation Plan) shall be deferred to a subsequent
calendar year selected by Roberts and agreed to by the 

                                      -8-

<PAGE>

Company.  Once a deferral  has been agreed to pursuant to this  Section 3.8, the
deferred  amount shall be subject to the same terms and  conditions  as apply to
deferrals  under the  Company's  1996  Deferred  Compensation  Plan,  including,
without limitation, the crediting of interest.

          3.9 Supplemental  Executive Retirement Plan. In lieu of the Cash Bonus
provided in Section  3.2, if Roberts  becomes a consultant  to the Company,  his
employment  with  the  Company  will  terminate  on the day  before  becoming  a
consultant for purposes of determining  his  entitlement to a Normal  Retirement
Pension  under Article III of the Company's  Supplemental  Executive  Retirement
Plan adopted by the Company on July 31, 1989 (the "SERP").  Each year thereafter
the amount of  Roberts'  Normal  Retirement  Pension  shall be  recalculated  by
adjusting the amount of his final average  compensation to take into account one
hundred fifty percent  (150%) of the amount he has received from the Company for
the year as compensation for performing his duties as a consultant under Section
2 of this Agreement;  provided, however, that the benefit payable under the SERP
for any calendar year shall not exceed the maximum Cash Bonus that Roberts could
have received for that year if he had remained an executive for the entire year.
For purposes of the definition of final average  compensation  in Section 2.8 of
the SERP, the date on which Roberts ceases to perform any duties as an executive
or a  consultant  under  Section 2 of this  Agreement  shall be  considered  his
termination of employment date. In the event Roberts dies while a consultant for
the  Company:  (i) his  surviving  spouse shall be entitled to receive an annual
death benefit for her lifetime equal to one hundred percent (100%) of the annual
pension  Roberts  was  receiving  immediately  prior to his death;  and (ii) for
purposes  of  Sections  7.2 and 7.4  (relating  to the payment of benefits to an
executive's surviving spouse, Roberts' death shall be treated as having occurred
before the  

                                      -9-

<PAGE>

commencement  of his  Normal  Retirement  Pension  (as  defined  therein)  while
employed by the Company.

          3.10 Funding of Trust.

               3.10.1  Prior to the  occurrence  of a "Change  of  Control"  (as
hereinafter defined), the Company shall establish a grantor trust (the "Trust"),
the terms of which shall be consistent with the  requirements  applicable  under
the Code in order to avoid the  constructive  receipt of the assets  held in the
Trust by Roberts or his family.  The trust  document for the Trust shall be in a
form that is  satisfactory  to both the Company and  Roberts,  and may, but need
not, be in substantially the same form as the model trust agreement published by
the Internal  Revenue  Service in Revenue  Procedure  92-64.  The trustee of the
Trust shall be such  person or  institution  acceptable  both to the Company and
Roberts.  The Company shall contribute such amounts in cash or such assets as it
deems  appropriate for the purpose of funding the deferred  compensation  and/or
death benefits payable under the terms of this Agreement and such other deferred
compensation or insurance plans or arrangements that may be in effect.  Upon the
occurrence of a Change of Control, the Trust, if not already irrevocable,  shall
become irrevocable. In addition, upon the occurrence of a Change of Control, the
Company  shall be required  to  contribute  to the Trust an amount  equal to the
present value of:

               (i) the  portion of the  remaining  premiums  that the Company is
obligated  to pay until the death of the  survivor  of Roberts and his spouse to
each insurance company that has issued a policy providing a death benefit to the
Roberts  family in connection  with a split dollar  insurance  plan or agreement
between the Company and Roberts,  including but not limited to the 1992 and 1994
Split-Dollar  Plans, the applicable  provisions of the 1993 Agreement,  the 1996
Split-Dollar Agreement, the 1997/1998 Split-Dollar Agreement and this 

                                      -10-

<PAGE>

Agreement,   including   Section  7  hereof   (individually,   a   "Split-Dollar
Arrangement"; collectively, the "Split-Dollar Arrangements");

               (ii) the bonuses and tax  grossed-up  amounts that the Company is
obligated to pay to Roberts or his surviving spouse pursuant to the split dollar
insurance  plans and agreements  between the Company and Roberts,  including but
not limited to the Split-Dollar Arrangements; and

               (iii) all deferred compensation benefits payable to Roberts under
the terms of any nonqualified deferred compensation arrangement in which Roberts
is a  participant,  including,  but not limited to, the Company's  1996 Deferred
Compensation  Plan, the SERP and this Agreement,  including Sections 3.4 (in the
event additional  insurance is unavailable),  3.8 and 3.9 hereof  (collectively,
the "Deferred Compensation Arrangements"); and

               (iv) the Death Benefit provided in Section 3.11 hereof; where for
this purpose the present  value shall be calculated  using the  actuarial  lives
provided under standard mortality tables and a discount factor equal to the then
current  yield to maturity on ten (10) year  obligations  of the Treasury of the
United States.

               3.10.2 In addition, the Company shall have the further obligation
following  a Change of  Control  to make such  additional  contributions  to the
Trust,  from time to time (but determined no less than annually),  as may become
necessary to fully fund the benefits  described  above,  determined  in the same
manner as the initial funding  obligation is determined.  The assets contributed
to the  Trust  shall,  except  to the  extent  otherwise  provided  in the trust
agreement in the case of the  bankruptcy or  insolvency of the Company,  be used
exclusively for the purpose of providing the benefits  described above until all
such  benefits  have been fully paid,  at which time the Trust may be terminated
and any remaining assets revert back to the Company.

                                      -11-

<PAGE>

Notwithstanding  the foregoing,  to the extent  benefits are paid by the Company
rather than out of assets  held in the Trust,  the  trustee  may  reimburse  the
Company out of the Trust such amounts as have been  properly paid as benefits by
the Company,  but only to the extent that such  reimbursement does not cause the
Trust to be less than fully funded, determined in the same manner as the initial
funding obligation is determined.

               3.10.3 For  purposes  of this  Agreement,  a "Change of  Control"
shall be deemed to have occurred on the date that persons other than Roberts and
members of his immediate family (or trusts for their benefit) first acquire more
than fifty percent (50%) of the voting power over all outstanding  voting shares
of the Company.

          3.11  Supplemental  Death  Benefit.  In addition to the other payments
provided or referred to herein,  in the event of Roberts'  death during the term
of this  Agreement or  thereafter  the Company  shall pay a  supplemental  death
benefit  of  Thirty  Million   Dollars   ($30,000,000)   to  Roberts'   personal
representatives  within six (6)  months  following  Roberts'  date of death (the
"Death Benefit").

     4. Termination.  Roberts' services  hereunder may be terminated without any
breach of this Agreement only under the following circumstances:

          4.1 Death. Roberts' services hereunder shall terminate upon his death.

          4.2 Disability. If, as a result of Roberts' incapacity due to physical
or mental illness,  Roberts shall have been absent from his duties hereunder for
one hundred eighty (180) consecutive  calendar days, and within thirty (30) days
after written  notice of  termination  is given (which may occur before or after
the end of such 180 day period),  shall not have returned to the  performance of
his duties  hereunder on the basis provided for in Sections 1 and 2 hereof,  the
Company may terminate Roberts' services hereunder.

                                      -12-

<PAGE>

     4.3 Cause. The Company may terminate Roberts' services hereunder for Cause.
For  purposes of this  Agreement,  the Company  shall have  "Cause" to terminate
Roberts'  services  hereunder  at any time prior to, but not after,  a Change of
Control,  as defined in  Section  3.10.3,  upon (A) the  willful  and  continued
failure by Roberts to  substantially  perform his duties  hereunder or to comply
with the provisions of the Company's Code of Ethics and Business  Conduct (other
than a failure  resulting  from  Roberts'  incapacity  due to physical or mental
illness)  for  a  period  of  sixty  (60)  days  after  demand  for  substantial
performance or compliance is delivered by the Company  specifically  identifying
the manner in which the Company believes Roberts has not substantially performed
his  duties or has not  complied,  or (B) the  willful  engaging  by  Roberts in
misconduct  which  is  materially  injurious  to  the  Company,   monetarily  or
otherwise,  or (C) the  willful  breach by  Roberts  either  during or after the
Service Period of any material provision of this Agreement,  including,  but not
limited to, Sections 8, 9 and 10 hereof. For purposes of this paragraph, no act,
or failure to act, on Roberts' part shall be considered  "willful"  unless done,
or omitted to be done,  by him not in good faith and without  reasonable  belief
that  his  action  or  omission  was  in  the  best  interest  of  the  Company.
Notwithstanding  the  foregoing,  Roberts  shall  not be  deemed  to  have  been
terminated for Cause unless and until there shall have been delivered to Roberts
a copy of a resolution,  duly adopted by the  affirmative  vote of not less than
two-thirds  of the  entire  membership  of the Board at a  meeting  of the Board
called and held for such  purpose  (after  reasonable  notice to Roberts  and an
opportunity for him,  together with his counsel,  to be heard before the Board),
finding  that in the good  faith  opinion  of the Board  Roberts  was  guilty of
conduct set forth above in clause (A),  (B), or (C) of the  preceding  sentence,
and specifying the particulars thereof in detail.

                                      -13-

<PAGE>

          4.4 Notice of Termination. Any termination of Roberts' services by the
Company shall be communicated  by written Notice of Termination to Roberts.  For
purposes of this Agreement,  a "Notice of Termination" shall mean a notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for  termination  of Roberts'  services  under the  provision so
indicated.

          4.5 Date of  Termination.  "Date  of  Termination"  shall  mean (i) if
Roberts'  services are terminated by his death,  the date of his death,  (ii) if
Roberts'  services are terminated  pursuant to Section 4.2, hereof,  thirty (30)
days after Notice of Termination is given  (provided that Roberts shall not have
returned to the performance of his duties on the basis provided for in Section 2
hereof  during such thirty  (30) day period) or (iii) if Roberts'  services  are
terminated  pursuant to Section 4.3 hereof,  the date specified in the Notice of
Termination;  provided  that if  within  thirty  (30)  days  after a  Notice  of
Termination is given the party receiving such Notice of Termination notifies the
other  party  that a dispute  exists  concerning  the  termination,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written  agreement of the parties,  by a binding and final arbitration
award  or  by a  final  judgment,  order  or  decree  of a  court  of  competent
jurisdiction  (the time of appeal  therefrom having expired and no appeal having
been perfected).

     5. Compensation Upon Termination Due to Death or During Disability.

          5.1 If during the Service Period Roberts'  services as an executive or
a  consultant  shall be  terminated  by reason of his death,  the Company  shall
continue  to pay to  Roberts'  surviving  spouse,  if any,  Roberts'  then  Base
Payment,  on a monthly  basis for a period of five (5) years,  provided that the
payments  to  Roberts'  surviving  spouse  shall  cease  with  the  

                                      -14-

<PAGE>

payment due  immediately  following  her death.  This death  benefit shall be in
addition to (x) the Company's  obligation  to provide to Roberts'  spouse during
her lifetime all health plan benefits  which are available  from time to time to
the Company's highest paid employee, and (y) any other payments Roberts' spouse,
beneficiaries  or estate may be entitled to receive  pursuant to this  Agreement
(including,  but not limited to,  Roberts' Cash Bonus with respect to any period
then  ended  which  would  have  accrued  to him on the  basis of the  Company's
performance  but which has not yet been paid (the  "Accrued Cash Bonus") and the
Death  Benefit  provided  in  Section  3.11),  as well  as  under  any  Deferred
Compensation  Arrangements,  Split-Dollar  Arrangements  or any other pension or
employee  benefit  plans  (collectively  these  arrangements  and plans shall be
referred to herein as the "Benefit Plans").

          5.2  During  any  period  that  Roberts  fails to  perform  his duties
hereunder as a result of incapacity due to physical or mental  illness,  Roberts
shall  continue to receive his Base Payment  until his  services are  terminated
pursuant to Section 4.2 hereof or until the end of the Service Period, whichever
occurs  first,  as well as any other  payments  he may be  entitled  to  receive
pursuant to this  Agreement  (including,  but not  limited to, his Accrued  Cash
Bonus) or any Benefit Plans.  After termination  pursuant to Section 4.2 hereof,
Roberts shall be paid for five (5) years,  on a monthly basis,  an annual amount
equal to his  Base  Payment  at the rate in  effect  at the time the  Notice  of
Termination is given, as well as any other amounts he may be entitled to receive
pursuant to this  Agreement  or any Benefit  Plans.  In the event  Roberts  dies
before the end of the five (5) year payment  period,  his surviving  spouse,  if
any, shall be entitled to receive (i) the remaining payments for the period as a
death  benefit,  provided that these  payments  shall cease with the payment due
immediately  following  her death;  and (ii) all benefits  described in the last
sentence of Section 5.1 hereof,  as if Roberts'  services had been terminated 

                                      -15-

<PAGE>

by reason of his death. The provisions of the preceding sentence shall not alter
or detract from any other payments that Roberts' surviving spouse, beneficiaries
or estate may be entitled to receive pursuant to this Agreement (including,  but
not  limited  to, the Death  Benefit  provided  in Section  3.11) or any Benefit
Plans.

          5.3 If Roberts'  services shall be terminated  for Cause,  the Company
shall pay Roberts his Base  Payment due through the Date of  Termination  at the
rate in effect at the time the Notice of  Termination  is given and the  Company
shall have no further obligation to Roberts under this Agreement, including, but
not limited to, the  obligation to make the payments  provided for in Sections 3
and 7 hereof.

          5.4 If, in breach  of this  Agreement,  the  Company  shall  terminate
Roberts'  services  other than  pursuant  to Section 4.2 or 4.3 hereof (it being
understood  that a purported  termination  pursuant to Section 4.2 or 4.3 hereof
which is disputed  and  finally  determined  not to have been proper  shall be a
termination by the Company in breach of this Agreement), then,

               (i) the Company  shall pay Roberts his Base  Payment  through the
Date of  Termination at the rate in effect at the time the Notice of Termination
is given as well as any other amount,  including his Cash Bonus, with respect to
any period then ended  which  would have  accrued to Roberts on the basis of the
Company's performance but which has not yet been paid to him;

               (ii) subsequent to the Date of Termination, the Company shall pay
as  severance  pay to  Roberts on a monthly  basis (or,  in the case of his Cash
Bonus,  on the basis provided in the Cash Bonus Plan) for the remaining  Service
Period an annual  amount equal to Roberts'  Base  Payment at the highest  annual
rate in effect at any time during the portion of the Service Period  immediately
preceding the Date of Termination and his Cash Bonus;  provided 

                                      -16-

<PAGE>

that:  (x) should  Roberts  die before the end of the Service  Period,  Roberts'
surviving  spouse shall be entitled to the death benefit provided in Section 5.1
hereof,  and all benefits  described in the last sentence of Section 5.1 hereof,
as if Roberts'  services had been terminated by reason of his death; and (y) the
provision of this  survivor's  benefit shall not alter or detract from any other
payments that Roberts' surviving spouse, beneficiaries or estate may be entitled
to receive pursuant to this Agreement (including,  but not limited to, the Death
Benefit provided in Section 3.11) or any Benefit Plans; and

               (iii) the Company shall maintain in full force and effect for the
continued  benefit of Roberts  (and for his  surviving  spouse,  as  provided in
paragraph  (ii)  above) for the  remaining  Service  Period all (x) health  plan
benefits available from time to time to the Company's highest paid employee, and
(y)  employee  benefit  plans and  programs  in which  Roberts  was  entitled to
participate  immediately  prior to the Date of Termination,  including,  without
limitation, the Benefit Plans.

          5.5  Roberts  shall not be  required  to  mitigate  the  amount of any
payment provided for in this Section 5 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 5 be reduced by
any compensation earned by Roberts as a result of employment by another employer
after the Date of Termination, or otherwise.

          5.6  Notwithstanding  anything  herein to the  contrary,  in the event
Roberts'  services  are  terminated  on or after the  occurrence  of a Change of
Control,  as defined in Section 3.10, such termination shall in no circumstances
be treated  under the terms of this  Agreement as a termination  for Cause,  and
Roberts  shall be entitled to the same benefits as are payable with respect to a
termination of Roberts' services subject to the provisions of Section 5.4.

                                      -17-

<PAGE>

     6.  Pre-Existing  Agreements.  Roberts has entered into certain  agreements
with the Company  providing  for the deferral of income and the  maintenance  of
life insurance  protection for the Roberts family,  and he is a participant in a
supplemental  retirement  plan and several  split-dollar  life  insurance  plans
maintained by the Company. Each of these agreements and plans (the "Pre-Existing
Agreements")  pre-date  this  Agreement.  The  parties  hereto  intend  that the
Pre-Existing  Agreements  shall  remain in full force and effect and,  except as
expressly provided in this Agreement,  the Company's obligations and liabilities
thereunder  shall not be affected in any way by the Company and Roberts entering
into this Agreement or by the termination of the Service Period.

     7. Split-Dollar Arrangements.

          7.1  Except as  otherwise  provided  in  Section  5.3  (relating  to a
termination  for Cause),  during the term of this  Agreement and  thereafter the
Company shall both: (a) pay to Roberts (or his spouse,  if she survives him) the
bonuses described in Section 7.2 hereof, until the death of the last survivor of
Roberts and his spouse;  and (b) satisfy its obligations  under the Split-Dollar
Arrangements  for  all  benefits  granted  to  Roberts  to  date  or  hereunder,
cumulatively,  including,  but not limited to, advancing its share of the annual
premiums to the issuers of the insurance  policies  subject to the  Split-Dollar
Arrangements (individually,  an "Insurance Policy"; collectively, the "Insurance
Policies"). The form and amount of death benefit and the method of financing the
payment of premiums  available to Roberts and his family under the 1992 and 1994
Split-Dollar Plans shall be continued by the Company in a substantially  similar
manner even if the Company  terminates the 1992 and 1994 Split-Dollar Plans with
respect to its other senior executive officers.

          7.2 The bonus  payments  referred to in Section 7.1 hereof shall be as
follows:  

                                      -18-

<PAGE>

               7.2.1 at least thirty (30) days before the annual  premium is due
for an Insurance  Policy (the  "Premium") the Company shall pay to Roberts if he
is living,  otherwise  to his spouse if she is  living,  as a bonus (a  "Premium
Bonus") an amount equal to that portion of the Premium which equals the economic
benefit of the  insurance  protection  then  provided to the owner of the Policy
under the  Policy and the  applicable  Split-Dollar  Arrangement  on the life or
lives of such as are then living of Roberts and his spouse. The economic benefit
referred  to in the  preceding  sentence  shall be the lesser of (i) the P.S. 58
cost for the  insurance  protection  referred  to therein (as  determined  under
tables  published by the Internal  Revenue  Service) and modified as appropriate
(or, if applicable,  as specifically prescribed by the Internal Revenue Service)
to reflect that such  insurance  protection is on the joint lives of Roberts and
his spouse and that the death  benefit under the Policy is payable only upon the
death of the second to die of them,  and (ii) if such  insurance  protection  is
available from the issuer of the Policy as term insurance,  the premium for such
insurance  protection  as  determined  by  reference  to such  issuer's  current
published premium rate for one-year term life insurance  protection available to
all standard risks; and

               7.2.2 if the  Company  pays at least one Premium  Bonus  during a
calendar  year,  then on or before March 15th of the following  year the Company
shall pay an additional bonus equal to the sum of (x) and (y), where:

                    (x) equals (i) the product of the aggregate  Premium Bonuses
paid during such calendar year and the highest  marginal  income tax rate,  (ii)
divided  by one minus  the  highest  marginal  income  tax rate,  where the term
"highest  marginal  income  tax  rate"  means  the sum of the  highest  marginal
combined local, state and federal personal income tax rates (including any state
unemployment  compensation  tax rate,  any surtax  rate as well as the  

                                      -19-

<PAGE>

Medicare  hospital  insurance  tax rate imposed on  employees  under the Federal
Insurance Contributions Act), as in effect for the calendar year as to which the
Premium Bonuses relate,  provided that in determining  such tax rate the highest
marginal  state and local  income tax rates  shall be reduced by such  number of
percentage points as will give effect to the tax benefit obtained by Roberts (or
his surviving  spouse,  if applicable) in connection with the deduction of state
and local income taxes for federal income tax purposes; and

                    (y) equals (i) the product of the aggregate  Premium Bonuses
paid during the  calendar  year and the  highest  marginal  gift tax rate,  (ii)
divided by one minus the highest  marginal  income tax rate;  provided  that for
this purpose the term  "highest  marginal  gift tax rate" shall mean the highest
tax rate  (including any surtax)  imposed under Section  2001(c) of the Internal
Revenue  Code of 1986,  as amended (or any  successor  provision)  as applied to
gifts made in the calendar year to which the Premium Bonuses relate.

     8. Confidential  Information.  The Company, pursuant to Roberts' employment
hereunder,  provides  him access to and  confides  in him  business  methods and
systems,  techniques and methods of operation  developed at great expense by the
Company  ("Trade  Secrets") and which Roberts  recognizes to be unique assets of
the  Company's  business.  Roberts  shall  not,  during or at any time after the
Service Period, directly or indirectly, in any manner utilize or disclose to any
person,  firm,  corporation,  association  or other  entity,  except  (i)  where
required by law, (ii) to directors,  consultants  or employees of the Company in
the  ordinary  course of his duties or (iii)  during his  employment  and in the
ordinary  course  of his  services  as  Chairman  of the  Board for such use and
disclosure  as he shall  reasonably  determine to be in the best interest of the
Company:  (a) any such Trade Secrets,  (b) any sales prospects,  customer lists,
products,  research  or data of any kind,  or (c) any  information  relating  to
strategic plans, sales, costs, profits 

                                      -20-

<PAGE>

or the financial condition of the Company or any of its customers or prospective
customers, which are not generally known to the public or recognized as standard
practice in the industry in which the Company shall be engaged.  Roberts further
covenants and agrees that he will  promptly  deliver to the Company all tangible
evidence of the knowledge and information  described in (a), (b) and (c), above,
prior to or at the termination of Roberts' employment.

     9. Prohibited Public Statements and Promotion of Goodwill.

          9.1  Roberts  shall  not,  either  during  or at any  time  after  the
termination of his employment,  make any public  statement  (including a private
statement reasonably likely to be repeated publicly) reflecting adversely on the
Company and its  business  prospects,  except for such  statements  which during
Roberts'  employment  he may be required to make in the  ordinary  course of his
service as Chairman of the Board.

          9.2 For a period of five (5) years  following  the  Service  Period or
following any termination of Roberts'  service  hereunder  Roberts agrees,  that
while he is alive and not disabled,  he will perform such reasonable  ceremonial
functions  as the Company  may  request,  and will  promote  the  interests  and
goodwill of the Company in such  manner as the Company may  reasonably  request.
Roberts shall be entitled to receive  prompt  reimbursement  for all  reasonable
expenses  incurred by him in performing  such functions or duties  provided that
Roberts properly accounts for such expenses. 

     10. Noncompetition, Noninterference and Nonsolicitation.

          10.1  Subject to the  geographic  limitation  of Section  10.2 hereof,
Roberts during the Service  Period and for a period of five (5) years  following
termination of his service in accordance with this Agreement shall not, directly
or  indirectly,  on  his  behalf  or  on  behalf  of  any  other  person,  firm,
corporation,  association or other entity,  as an employee or otherwise,  engage

                                      -21-

<PAGE>

in, or in any way be concerned with or negotiate for, or acquire or maintain any
ownership  interest  in  any  business  or  activity  which  is the  same  as or
competitive  with  that  conducted  by the  Company  at the  termination  of his
service,  or which was engaged in or developed by the Company at any time during
the Service Period for specific  implementation  in the immediate  future by the
Company.

          10.2  Roberts  acknowledges  that the  Company is engaged in  business
throughout  the  United  States and in various  foreign  countries  and that the
Company intends to expand the geographic  scope of its  activities.  Accordingly
and in view of the nature of his position and  responsibilities,  Roberts agrees
that the  provisions  of this Section shall be applicable to each state and each
foreign country,  possession or territory in which the Company may be engaged in
business  during the Service  Period,  or, with respect to Roberts'  obligations
following  termination of his service,  at the  termination of his service or at
any time within the  twelve-month  period  following the  effective  date of his
termination of service.

          10.3  Roberts  agrees  that for a period of five (5)  years  following
termination  of service in  accordance  with this  Agreement,  Roberts will not,
directly or indirectly,  for himself or on behalf of any third party at any time
in any  manner,  request or cause any of the  Company's  customers  to cancel or
terminate any existing or  continuing  business  relationship  with the Company;
solicit,  entice,  persuade,  induce,  request or otherwise  cause any employee,
officer or agent of the  Company  to  refrain  from  rendering  services  to the
Company or to terminate his or her relationship,  contractual or otherwise, with
the  Company;  induce or attempt to  influence  any supplier to cease or refrain
from doing  business or to decline to do business  with the  Company;  divert or
attempt  to divert  any  supplier  from the  Company;  or induce or  attempt  to
influence any

                                      -22-

<PAGE>

supplier to decline to do business  with any  businesses  of the Company as such
businesses are constituted immediately prior to the termination of service.

          10.4 Roberts agrees that for a period of five (5) years  following his
termination  of service in  accordance  with this  Agreement,  Roberts  will not
directly or indirectly, for himself or on behalf of any third party, solicit for
business,  accept any business from or otherwise do, or contract to do, business
with any  person or entity  who,  at the time of, or any time  during the twelve
(12) months preceding such  termination,  was an active customer or was actively
solicited  by the Company  according to the books and records of the Company and
within the knowledge, actual or constructive of Roberts.

     11. Equitable Remedies.  Roberts  acknowledges that his compliance with the
covenants in Sections 8, 9 and 10 of this  Agreement is necessary to protect the
good will and other proprietary  interests of the Company and that, in the event
of any  violation  by  Roberts of the  provisions  of Section 8, 9 or 10 of this
Agreement, the Company will sustain serious, irreparable and substantial harm to
its business,  the extent of which will be difficult to determine and impossible
to remedy by an action at law for money  damages.  Accordingly,  Roberts  agrees
that,  in the event of such  violation or threatened  violation by Roberts,  the
Company  shall be  entitled  to any  injunction  before  trial from any court of
competent  jurisdiction  as a matter of course and upon the  posting of not more
than a nominal bond in addition to all such other legal and  equitable  remedies
as may be available to the Company.  Roberts  further  agrees that, in the event
any of the  provisions of Sections 8, 9 and 10 of this  Agreement are determined
by a court of competent  jurisdiction to be contrary to any applicable  statute,
law or rule, or for any reason to be  unenforceable  as written,  such court may
modify  any of such  provisions  so as to  permit  enforcement  thereof  as thus
modified.

                                      -23-

<PAGE>

     12. Successors; Related Companies; Binding Agreement.

          12.1 The  Company  will  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company,  by agreement in
form and substance  satisfactory  to Roberts,  to expressly  assume and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform it if no such  succession  had taken place.
Failure of the Company to obtain such agreement  prior to the  effectiveness  of
any such  succession  shall be a breach  of this  Agreement  and  shall  entitle
Roberts to  compensation  from the  Company  in the same  amount and on the same
terms as he would be  entitled  to  hereunder  pursuant  to Section  5.4 hereof,
except that for purposes of  implementing  the foregoing,  the date on which any
such succession  becomes  effective shall be deemed the Date of Termination.  As
used in this  Agreement,  "Company"  shall mean the Company and any successor to
its  business  and/or  assets as  aforesaid  which  executes  and  delivers  the
agreement  provided for in this Section 12 or which  otherwise  becomes bound by
all the terms and provisions of this Agreement by operation of law.

          12.2  For  purposes  of  Sections  8, 9,  10 and 11  hereof  the  term
"Company" shall mean Comcast Corporation  ("Comcast") as well as (i) each of its
more than fifty percent (50%) owned  subsidiaries  and (ii) each other entity in
which Comcast directly or indirectly has a greater than ten percent (10%) equity
interest,  the fair market value of which interest is in excess of Fifty Million
Dollars ($50,000,000).  In determining Comcast's equity interest for purposes of
this Section 12.2,  any equity  interest which Comcast has an option to purchase
shall be considered as owned by Comcast.

          12.3 This Agreement and all rights of Roberts hereunder shall inure to
the  benefit  of  and  shall  be  binding  upon   Roberts'   personal  or  legal
representatives,  executors,  

                                      -24-

<PAGE>

administrators,  successors,  heirs,  distributees,  devisees and  legatees.  If
Roberts  should die while any amounts would still be payable to him hereunder if
he had continued to live, all such amounts,  unless  otherwise  provided herein,
shall  be paid in  accordance  with  the  terms of this  Agreement  to  Roberts'
devisee,  legatee,  or other  designee  or,  if there  be no such  designee,  to
Roberts' estate.

     13. Entire Agreement.  This Agreement, the provisions of the 1993 Agreement
recited in Section 23 hereof, the Pre-Existing Agreements described in Section 6
hereof,  and the  1997/1998  Split-Dollar  Agreement  constitute  the  full  and
complete  understanding and agreement of Roberts and the Company  respecting the
subject matter hereof,  and supersede all prior  understandings  and agreements,
oral or  written,  express or  implied.  This  Agreement  may not be modified or
amended orally but only by an agreement in writing,  signed by the party against
whom enforcement of any waiver, change, modification,  extension or discharge is
sought.

     14. Headings. The section headings of this Agreement are for convenience of
reference only and are not to be considered in the  interpretation  of the terms
and conditions of this Agreement.

     15.  Actions  by  Board.   The  Company  is  governed  by  its  Board  and,
accordingly,  all  references in this Agreement to the actions and discretion of
the Company are meant and deemed to refer to the actions and  discretion  of the
Board.

     16.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be in writing  and shall be deemed to have been given when sent
by certified mail, postage prepaid, addressed as follows:

                                      -25-
<PAGE>

                  If to the Company:

                  35th Floor
                  1500 Market Street

                  Philadelphia, Pennsylvania 19102-2148

                           Attn:  Corporate Secretary

                  If to Roberts, at his last known personal residence.

     Any party may  change the  persons  and  address to which  notices or other
communications  are to be sent by giving  written  notice of such  change to the
other party in the manner provided herein for giving notice.

     17. Waiver of Breach.  No waiver by either party of any condition or of the
breach by the other of any term or covenant contained in this Agreement, whether
by  conduct  or  otherwise,  in any one or more  instances  shall be  deemed  or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition,  or of the breach of any other term or  covenant
set forth in this Agreement.  Moreover,  the failure of either party to exercise
any right hereunder shall not bar the later exercise thereof.

     18. Nonalienation.  Roberts shall not pledge, hypothecate, anticipate or in
any way  create a lien upon any  amounts  provided  under this  Agreement.  This
Agreement and the benefits  payable  hereunder shall not be assignable by either
party without the prior written consent of the other;  provided,  however,  that
nothing in this Section shall preclude Roberts from designating a beneficiary to
receive  any  benefit  payable  hereunder  upon  his  death,  or the  executors,
administrators  or other  legal  representatives  of Roberts or his estate  from
assigning  any rights  hereunder to which they become  entitled to the person or
persons entitled thereto.

     19. Governing Law. This Agreement is entered into and shall be construed in
accordance with the internal laws of the Commonwealth of Pennsylvania.

                                      -26-
<PAGE>

     20. Continuation of Covenants.  The covenants and agreements of Roberts set
forth in Sections 8, 9 and 10 hereof shall survive any  termination of services,
shall  continue  thereafter,  and shall not  expire  unless and except as may be
expressly set forth in Sections 8, 9 and 10 hereof.

     21.  Invalidity  or  Unenforceability.  If any  term or  provision  of this
Agreement  is  held  to be  invalid  or  unenforceable,  for  any  reason,  such
invalidity or enforceability shall not affect any other term or provision hereof
and this Agreement shall continue in full force and effect as if such invalid or
unenforceable   term  or  provision   (to  the  extent  of  the   invalidity  or
unenforceability) had not been contained herein.

     22.   Counterparts.   This   Agreement  may  be  executed  in  on  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

     23. Effect on 1993 Agreement and on Certain Conditions to 1996 Split-Dollar
Agreement.

          23.1 1993 Agreement.

               23.1.1 This  Agreement is intended to replace and  supersede  the
1993  Agreement,  except  for  Sections  3(b),  3(c),  3(e),  3(i),  5,  6, 7, 8
(including,  as to Section 8, the definition of "Options" in the Recitals of the
1993  Agreement,  which  definition  is hereby  amended to  include  any and all
non-qualified  options issued or to be issued  subsequent to March 16, 1994) and
13 through 23  thereof,  all of which  provisions  of the 1993  Agreement  shall
remain in effect  (except as amended by Section  23.1.2  below),  as well as any
other provisions of the 1993 Agreement (to the extent not inconsistent with this
Agreement) which are necessary to remain in effect in order to effectuate any or
all of the above-referenced provisions.

                                      -27-

<PAGE>

               23.1.2 Notwithstanding anything to the contrary in Section 23.1.1
of  this  Agreement,  Sections  3(b),  3(c),  8(b)  and  8(c),  as  well  as the
parenthetical  clause  in the  first  sentence  of  Section  3(i),  of the  1993
Agreement  shall be amended and  replaced in full by the  provisions  of Section
3.11 of this Agreement.  The parties hereby agree that the Company shall not pay
the Stock  Appreciation  Bonus provided in Section 3(b) of the 1993 Agreement or
the  mandatory  Tax  Grossed-Up  Bonus  provided  in  Section  8(b) of the  1993
Agreement  following the exercise of any of Roberts'  options to purchase shares
of Class B Common Stock of the Company.

          23.2 Concurrent with approval of this Agreement by the Subcommittee on
December 16, 1997, the  Subcommittee  rescinded the  resolutions  adopted at its
meeting of April 15, 1996  relating to amendment of Roberts'  1996  Split-Dollar
Agreement to condition entitlements thereunder on a performance test.

                                      -28-
<PAGE>


     IN WITNESS  WHEREOF,  the parties have  executed  this amended and restated
Agreement on the dates set forth below.

Attest:                            COMCAST CORPORATION

/s/ Stanley Wang                   By: /s/ Joseph S. Smith       August 31, 1998
Secretary                              Title: Executive V.P.

Witness:

/s/ ____________________           /s/ Ralph J. Roberts          August 31, 1998
                                       Ralph J. Roberts

                                      -29-

<PAGE>
                                   Appendix A

                           1997/1998 SPLIT-DOLLAR LIFE
                               INSURANCE AGREEMENT
               (as amended and restated effective August 31, 1998)

     AGREEMENT  amended and restated as of the 31st day of August,  1998, by and
among Comcast Corporation, a Pennsylvania corporation (the "Corporation"), Ralph
J. Roberts,  Sr., an executive of the Corporation (the "Employee"),  and Sheldon
M. Bonovitz, Trustee U/T/A of Ralph J. and Suzanne F. Roberts, dated January 13,
1998 (the "Owner").

                                 R E C I T A L S

     WHEREAS,  the  Employee  has  rendered  loyal and  valuable  service to the
Corporation; and

     WHEREAS,  the Employee and the  Corporation  have  previously  entered into
several  split-dollar  life  insurance  agreements  in  order  to  provide  life
insurance protection for the Employee's family; and

     WHEREAS,  in the  Compensation  and Deferred  Compensation  Agreement as of
December  16,  1997,  as amended  and  restated  effective  August 31, 1998 (the
"Compensation  Agreement"),  the Corporation  agreed to provide  additional life
insurance  protection  for the  Employee's  family by advancing a portion of the
annual  premiums for such protection  pursuant to a split-dollar  life insurance
arrangement on the terms and conditions contained herein; and

     WHEREAS,  the Owner has applied for the  additional  policies  insuring the
life of last  survivor  of the  Employee  and his  spouse  listed on  Schedule A
attached  to  this  Agreement  (individually,  a  "Policy";   collectively,  the
"Policies") and, upon their issuance, will possess all incidents of ownership in
and to the Policies; and

     WHEREAS, the parties desire to enter into this split-dollar  agreement with
respect to the Policies to provide that the  Corporation  will advance a portion
of the  annual  premiums  due on  the  Policies  on  the  terms  and  conditions
hereinafter set forth,  the Owner will  collaterally  assign the Policies to the
Corporation to secure the repayment of the amounts advanced, and the Corporation
will have a security  interest  in the  aggregate  cash  surrender  value of the
Policies and in the proceeds thereof;

     NOW THEREFORE,  in  consideration  of the premises and the mutual  promises
contained  herein and intending to be legally bound, the parties hereby agree as
follows:

     1.  Policies.  The parties  have taken the actions  necessary to cause each
insurance company identified on Schedule A (individually, an "Insurer") to issue
its Policy to the Owner, and shall take any further action that may be necessary
to cause each Policy to conform to the

<PAGE>
provisions  of this  Agreement.  The  parties  agree that each  Policy  shall be
subject to the terms and  conditions  of this  Agreement  and of the  collateral
assignment filed with the Insurer relating to its Policy.

     2. Ownership Rights.  Except as otherwise  provided herein, the Owner shall
be the sole and absolute  owner of each Policy and may  exercise  all  ownership
rights granted to the owner thereunder.

     3. Payment of Annual Premiums.

          3.1 The Owner shall pay each annual premium for a Policy (a "Premium")
on or before its due date or within the grace period provided therefor under the
Policy (the "Premium Due Date") as follows:

               3.1.1 At least fifteen (15) days before the Premium Due Date, the
Owner shall pay the portion of the Premium that would be includable in the gross
income of the insured for federal income tax purposes if not paid by the insured
(the  "Taxable  Portion")  and  shall  send  evidence  of  its  payment  to  the
Corporation.

               3.1.2 Upon  receipt  of the  Owner's  evidence  of  payment,  the
Corporation  promptly  shall advance to the Owner the  remaining  portion of the
Premium (the "Remaining Portion"),  or in its discretion the Corporation may pay
its advance directly to the Insurer.

               3.1.3 The obligation of the  Corporation to advance the Remaining
Portion of a Premium under Section 3.1.2 is conditioned upon the Owner's payment
of the Taxable Portion of the Premium under Section 3.1.1.

          3.2 The  obligation  of the  Corporation  to make the annual  payments
provided in Section 3.1 hereof  shall be  governed  by  Compensation  Agreement.
Accordingly, if it is determined that the Employee's services are terminated for
"Cause"  (as  defined  in  Section  4.3  of  the  Compensation  Agreement),  the
Corporation shall have no further  obligation to make payments under Section 3.1
following the Employee's Date of Termination, as determined under Section 4.5 of
the Compensation Agreement.

     4. Proof of Payment of  Advances.  The  Corporation  shall,  upon  request,
promptly  furnish the Owner  evidence  of timely  payment of each  advance  paid
directly to the Insurer under Section 3.1.2.

     5.  Collateral  Assignment  of  Policies.  To secure the  repayment  to the
Corporation  of the amounts it advances to the Owner under  Section  3.1.2,  the
Owner has, contemporaneously  herewith,  assigned each Policy to the Corporation
as collateral,  under instruments which in all material respects are the same as
the form attached hereto as Addendum A. The collateral assignment of a Policy to
the  Corporation  hereunder  shall not be terminated,  altered or amended by the
Owner,  without  the express  written  consent of the  Corporation.  The parties
hereto agree to take all action necessary to cause each collateral assignment to
conform to the provisions of 

                                      -2-

<PAGE>

this  Agreement.  In the event of any  inconsistency  between  the terms of this
Agreement and the terms of a collateral assignment,  the terms of this Agreement
shall control.

     6.  Limitation on Policy  Disposition.  During the period that a collateral
assignment  of a Policy is in effect,  the Owner shall not borrow from,  pledge,
transfer  or assign  the  Policy  and shall not sell,  surrender  or cancel  the
Policy,  change the beneficiary  designation provision or terminate the dividend
election without the express written consent of the  Corporation,  which consent
shall not be unreasonably withheld.

     7. Policy Proceeds.

          7.1 Upon the death of the Employee (or his wife, if she survives him),
the Corporation and the Owner shall promptly take all action necessary to obtain
the death benefit provided under each Policy.

          7.2 The  Corporation  shall  have the  unqualified  right to receive a
portion  of each  Policy's  death  benefit  equal to the  total  amount  that it
advanced  with respect to the Policy  under  Section  3.1.2.  The balance of the
death  benefit,   if  any,  shall  be  paid  directly  to  the   beneficiary  or
beneficiaries  designated by the Owner,  in the manner and the amount or amounts
provided in the  beneficiary  designation  provision of the Policy.  In no event
shall the amount payable to the  Corporation  hereunder with respect to a Policy
exceed the amount of the  Policy's  death  benefit.  The parties  agree that the
beneficiary designation provision of each Policy shall conform to the provisions
hereof.

     8. Termination.

          8.1 This Agreement shall terminate, without notice, upon the surrender
of the  Policies by the Owner with the  written  consent of the  Corporation  as
provided in Section 6.

          8.2 In addition,  either the Owner or the Employee may terminate  this
Agreement  by written  notice to the other  parties  hereto at any time that the
cash  surrender  value of each Policy at least  equals the total amount that the
Corporation  has advanced with respect to the Policy under Section  3.1.2.  Such
termination  shall be effective as of the date of such notice.  The  Corporation
may not terminate this Agreement.

     9. Release of Policy Collateral.

          9.1 For sixty (60) days after the  earlier of the date of  termination
of this  Agreement  or the date on which the  Corporation's  payment  obligation
ceases under Section 3.2 hereof as a result of the termination of the Employee's
services for Cause,  the Owner shall have the option of obtaining the release of
the  collateral  assignment  of each Policy to the  Corporation.  To obtain such
release,  the Owner shall pay or cause to be paid to the  Corporation  an amount
equal to the Policy's then cash surrender  value.  Upon receipt of that payment,
the Corporation promptly shall release the collateral assignment of the Policy.

                                      -3-
<PAGE>

          9.2 If the Owner fails to exercise  such option within such sixty (60)
day period with respect to a Policy, then the Owner shall transfer the Policy to
the Corporation. Thereafter, neither the Owner, the Employee, his wife nor their
respective  heirs,  assigns or beneficiaries  shall have any further interest in
and to the Policy, either under the terms thereof or under this Agreement.

     10.  Insurer.  An Insurer shall be fully  discharged  from its  obligations
under a Policy by payment  of the Policy  death  benefit to the  beneficiary  or
beneficiaries  named in the Policy,  subject to the terms and  conditions of the
Policy. In no event shall an Insurer be considered a party to this Agreement, or
any modification or amendment hereof. No provision of this Agreement, nor of any
modification  or amendment  hereof,  shall in any way be construed as enlarging,
changing,  varying,  or in any other way affecting the obligations of an Insurer
as expressly provided in the Policy, except insofar as the provisions hereof are
made a part of the Policy by the collateral assignment executed by the Owner and
filed with the Insurer in connection herewith.

     11.  Amendment.  This  Agreement  may not be amended,  altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns,  and may not be otherwise  terminated  except as provided
herein.

     12. Succession. This Agreement shall be binding upon and shall inure to the
benefit of the Corporation and its successors and assigns, and the Employee, his
wife, the Owner and their  respective  successors,  assigns,  heirs,  executors,
administrators and beneficiaries.

     13.  Notices.  Any notice,  consent or demand  required or  permitted to be
given under the provisions of this Agreement  shall be in writing,  and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto,  it shall be sent by United States  certified mail,
postage  prepaid,  addressed to such party's last known  address as shown on the
records of the Corporation. The date of such mailing shall be deemed the date of
notice, consent or demand.

     14. Captions.  The captions of the Sections herein are inserted as a matter
of  convenience  of reference  only and in no way define,  limit or describe the
scope of this Agreement or any provisions hereof.

     15. Governing Law. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in  accordance  with the internal laws of the
Commonwealth  of  Pennsylvania  and shall be  enforced  in the  Commonwealth  of
Pennsylvania.

     16. Trust  Agreement.  Recognizing that the Owner is a trustee and that the
Policies are held in trust,  the parties agree that the terms of this  Agreement
shall  control  in the event of any  inconsistencies  between  the terms of this
Agreement and the terms of any trust agreement.

                                      -4-
<PAGE>

     IN  WITNESS   WHEREOF,   the  Corporation  has  caused  the  amendment  and
restatement of this Agreement to be executed by its duly authorized officers and
the Employee and the Owner have  hereunto set their hands and seals on the dates
set forth below.

Attest:                       COMCAST CORPORATION

                              By:                              ___________, 1998
-------------------------        ---------------------------
Secretary                        Title:


                              ------------------------------   ___________, 1998
                              Ralph J. Roberts, Sr.  


                              ------------------------------   ___________, 1998
                              Sheldon M. Bonovitz, Trustee
                              U/T/A of Ralph J. and Suzanne F.
                              Roberts, dated January 13, 1998


<PAGE>

                                   Schedule A

     The  following  survivorship  life  insurance  policies are subject to this
1997/1998 Split-Dollar Life Insurance Agreement:

           Insurer                      Policy No.           Initial Face Amount

Phoenix Home Life Mutual
    Insurance Company                   2 745 863              $  5,000,000

Phoenix Home Life Mutual
    Insurance Company                   2 751 332                   962,000

Phoenix Home Life Mutual
    Insurance Company                   2 751 655                   750,000

Massachusetts Mutual Life
    Insurance Company (formerly
    Connecticut Mutual)                 6,262,844                 8,000,000

Massachusetts Mutual Life
    Insurance Company (formerly
    Connecticut Mutual)                 6,277,777                 3,000,000

John Hancock Life Insurance Co.           5700110                 5,000,000

The New England Life Insurance
    Company                              1Z002938                 8,000,000

Transamerica Occidental Life
    Insurance Company                    60026274                 2,000,000


                                      -6-
<PAGE>
                                   Addendum A

                              COLLATERAL ASSIGNMENT

     A. FOR VALUE RECEIVED the undersigned  hereby  assigns,  transfers and sets
over to Comcast  Corporation,  a  Pennsylvania  corporation,  its successors and
assigns  (the  "Assignee")   Policy  number  policy~  issued  by  Insurer~  (the
"Insurer")  and any  supplementary  contracts  issued  in  connection  therewith
(together, the "Policy"), upon the life of the survivor of Ralph J. Roberts, Sr.
and Suzanne F. Roberts,  residents of the Commonwealth of Pennsylvania,  and all
claims, options, privileges, rights, titles and interests therein and thereunder
(except  as  provided  in  Paragraph  B  hereof),  subject  to all the terms and
conditions of the Policy and to all superior  liens,  if any,  which the Insurer
may have against the Policy.  The undersigned by this instrument  agrees and the
Assignee by the  acceptance  of this  assignment  agrees to the  conditions  and
provisions herein set forth.

     B. It is expressly  understood  and agreed that the Assignee shall have the
sole right to collect  from the Insurer  the net  proceeds of the Policy when it
becomes a claim by death or maturity and that all other rights under the Policy,
including, by way of illustration and not limitation, the right to surrender the
Policy,  the right to  obtain  loans or  advances  on the  Policy,  the right to
designate  and  change  the  beneficiary,  and the right to elect and to receive
dividends,  are reserved  exclusively to the  undersigned  and are excluded from
this  assignment  and do not pass by virtue  hereof and may be  exercised by the
undersigned on its sole  signature.  Nothing herein shall affect funds,  if any,
now or hereafter  held by the Insurer for the purpose of paying  premiums  under
the Policy.
<PAGE>

     C.  This  assignment  is made and the  Policy  is to be held as  collateral
security for any and all liabilities of the undersigned to the Assignee,  either
now  existing  or  that  may  hereafter  arise  under  the  Insurance  Agreement
(collectively, the "Liabilities").

     D. The Assignee covenants and agrees with the undersigned as follows:

          1.  That any  balance  of sums  received  hereunder  from the  Insurer
remaining after payment of the then existing Liabilities,  matured or unmatured,
shall be paid by the Assignee to the persons entitled thereto under the terms of
the Policy had this assignment not been executed; and

          2. That the Assignee shall upon request forward  without  unreasonable
delay to the Insurer the Policy for endorsement for any designation or change of
beneficiary or any election of an optional mode of settlement.

     E. The Insurer is hereby  authorized to recognize the Assignee's  claims to
rights hereunder  without  investigating  the reason for any action taken by the
Assignee  after the Policy  becomes a claim by death or maturity,  including the
application  to be  made  by the  Assignee  of any  amounts  to be  paid  to the
Assignee.  The  sole  signature  of the  Assignee  shall be  sufficient  for the
exercise of the rights under the Policy  assigned hereby and the sole receipt of
the  Assignee  for any sums  received  shall  be a full  discharge  and  release
therefor to the Insurer.  Checks for all or any part of the sums  payable  under
the Policy and assigned  herein,  shall be drawn to the  exclusive  order of the
Assignee if, when, and in such amounts as may be, requested by the Assignee.

<PAGE>

     F. The  exercise of any right,  option,  privilege or power given herein to
the Assignee  shall be at the option of the Assignee;  the Assignee may exercise
any such right, option,  privilege, or power without notice to, or assent by, or
without  affecting the liability of, or releasing any interest  hereby  assigned
by, the undersigned.

     G. The Assignee may take or release other  security,  may release any party
primarily  or  secondarily  liable  for  any  of  the  Liabilities,   may  grant
extensions,  renewals or  indulgences  with respect to the  Liabilities,  or may
apply to the  Liabilities  in such order as the Assignee  shall  determine,  the
proceeds of the Policy hereby  assigned or any amount received on account of the
Policy by the exercise of any right  permitted  under this  assignment,  without
resorting to other security.

     H. The  undersigned  declares that no proceedings in bankruptcy are pending
against  it and that its  property  is not  subject  to any  assignment  for the
benefit of creditors.

                  Signed and sealed as of the _____ day of _______.

Witness:

_________________________             _______________________
                                       Owner
                                       Sheldon M. Bonovitz, Trustee,
                                       U/T/A of Ralph J. and Suzanne F. Roberts,
                                       dated January 13, 1998


<PAGE>

                              CORPORATION'S CONSENT

     As of the ______ day of _________, Comcast Corporation, having reviewed the
foregoing collateral assignment,  does hereby consent and agree to the terms and
conditions therein set forth.

Attest:                                     COMCAST CORPORATION

By:______________________                   By:______________________
Title:  Secretary                                    Title: