COMCAST CORPORATION

                         1996 DEFERRED COMPENSATION PLAN

               (As Amended and Restated, Effective March 3, 1999)

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

2. DEFINITIONS.................................................................1
  2.1      "Account"...........................................................1
  2.2      "Active Participant" ...............................................1
  2.3      "Administrator".....................................................1
  2.4      "Affiliate".... ....................................................1
  2.5      "Annual Rate of Pay"................................................2
  2.6      "Applicable Interest Rate"..........................................2
  2.7      "Board".............................................................2
  2.8      "Change of Control".................................................2
  2.9      "Committee".........................................................2
  2.10     "Company"...........................................................2
  2.11     "Company Stock".....................................................3
  2.12     "Company Stock Fund"................................................3
  2.13     "Compensation"......................................................3
  2.14     "Deceased Participant"..............................................3
  2.15     "Disabled Participant"..............................................3
  2.16     "Election"..........................................................4
  2.17     "Eligible Employee".................................................4
  2.18     "Fair Market Value."................................................5
  2.19     "Former Eligible Employee"..........................................5
  2.20     "Grandfathered Participant".........................................5
  2.21     "Hardship"..........................................................5
  2.22     "Inactive Participant"..............................................5
  2.23     "Income Fund".......................................................5
  2.24     "Insider"...........................................................5
  2.25     "New Key Employee"..................................................6
  2.26     "Normal Retirement".................................................6
  2.27     "Outside Director"..................................................6
  2.28     "Parent Company"....................................................6
  2.29     "Participant".......................................................6
  2.30     "Participating Company".............................................6
  2.31     "Person"............................................................6
  2.32     "Plan"..............................................................7
  2.33     "Plan Year".........................................................7
  2.34     "Prime Rate"........................................................7
  2.35     "Prior Plan"........................................................7
<PAGE>
  2.36     "Retired Participant"...............................................7
  2.37     "Roberts Family."...................................................7
  2.38     "Severance Pay".....................................................7
  2.39     "Subsidiary Companies"..............................................7
  2.40     "Terminating Event".................................................7
  2.41     "Third Party"... ...................................................7

3. ELECTION TO DEFER COMPENSATION..............................................8
  3.1      Elections...........................................................8
  3.2      Filing of Elections.................................................8
  3.3      Filing of Elections by New Key Employees............................8
  3.4      Plan Years to which Elections May Apply.............................8
  3.5      Election of Distribution Date.......................................8
  3.6      Designation of  Payment Date........................................9
  3.7      Distribution in Full Upon Terminating Event........................12

4. FORMS OF DISTRIBUTION......................................................12
  4.1      Forms of Distribution..............................................12
  4.2      Valuation of Account For Purposes of Distribution..................12

5. BOOK ACCOUNTS..............................................................12
  5.1      Deferred Compensation Account......................................12
  5.2      Crediting of Income, Gains and Losses on Accounts..................13
  5.3      Status of Deferred Amounts.........................................14
  5.4      Participants'Status as General Creditors...........................14

6. NON-ASSIGNABILITY, ETC.....................................................15

7. DEATH OR DISABILITY OF PARTICIPANT.........................................15
  7.1      Death of Participant...............................................15
  7.2      Disability of Participant..........................................15
  7.3      Hardship Distributions.............................................15
  7.4      Designation of Beneficiaries.......................................15

8. INTERPRETATION.............................................................16
  8.1      Authority of Committee.............................................16
  8.2      Claims Procedure...................................................16

9. AMENDMENT OR TERMINATION...................................................16
  9.1      Amendment or Termination...........................................16
  9.2      Amendment of Rate of Credited Earnings.............................16

10.MISCELLANEOUS PROVISIONS...................................................16
  10.1     No Right to Continued Employment...................................16
  10.2     Governing Law......................................................16

11.EFFECTIVE DATE.............................................................17
<PAGE>
                               COMCAST CORPORATION
                         1996 DEFERRED COMPENSATION PLAN

               (As Amended and Restated, Effective March 3, 1999)

        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 March 3, 1999.  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     "Active Participant" means:

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

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

        2.3     "Administrator" means the Committee.

        2.4     "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

<PAGE>
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

        2.5     "Annual  Rate of  Pay"  means,  as of any  date,  an  employee's
annualized  base pay rate.  An  employee's  Annual Rate of Pay shall not include
sales commissions or other similar payments or awards.

        2.6     "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.    Notwithstanding   the   foregoing,   the
                        Administrator  may delegate  its  authority to determine
                        the Applicable Interest Rate under this Section 2.6.2 to
                        an officer of the  Company or  committee  of two or more
                        officers of the Company.

        2.7     "Board"  means the Board of  Directors  of the  Company,  or the
Executive Committee of the Board of Directors of the Company.

        2.8     "Change  of  Control"   means  any   transaction  or  series  of
transactions  as a result of which any Person who was a Third Party  immediately
before such  transaction or series of  transactions  directly or indirectly owns
then-outstanding  securities  of the Company  having more than 50 percent of the
voting power for the election of directors of the Company.

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

        2.10    "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.

        2.11    "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

                                       -2-
<PAGE>

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.

        2.12    "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.

        2.13    "Compensation" means:

                2.13.1  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

                2.13.2  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.

        2.14    "Deceased Participant" means:

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

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

        2.15    "Disabled Participant" means:

                2.15.1  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;

                                       -3-

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

                2.15.3  The  duly-appointed  legal  guardian  of  an  individual
described in Section 2.15.1 or 2.15.2 acting on behalf of such individual.

        2.16    "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:

                2.16.1  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;

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

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

        2.17    "Eligible Employee" means:

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

                2.17.2  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.

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

                2.17.4  Each New Key Employee.

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

                                       -4-

<PAGE>
        2.18    "Fair Market Value."

                2.18.1  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

                2.18.2  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.

                2.18.3  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.

        2.19    "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.

        2.20    "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.

        2.21    "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.

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

        2.23    "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.

        2.24    "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.

        2.25    "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.

                                       -5-

<PAGE>
        2.26    "Normal Retirement" means:

                2.26.1  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

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

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

        2.28    "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.

        2.29    "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.

        2.30    "Participating Company" means:

                2.30.1  the Company;

                2.30.2  Comcast Cable Communications, Inc. and its subsidiaries;

                2.30.3  Comcast International Holdings, Inc.;

                2.30.4  Comcast Online Communications, Inc.;

                2.30.5  Comcast Telecommunications, Inc.; and

                2.30.6  any other  entities  identified in the discretion of the
                        Subcommittee.

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

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

                                       -6-

<PAGE>
        2.33    "Plan Year" means the calendar year.

        2.34    "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.

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

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

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

                2.37.1  Brian L. Roberts;

                2.37.2  A lineal descendant of Brian L. Roberts; or

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

        2.38    "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.

        2.39    "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.

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

                2.40.1  The liquidation of the Company; or

                2.40.2  A Change of Control.

        2.41    "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

                                       -7-

<PAGE>


        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 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
commence  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.

                                       -8-

<PAGE>
        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

                                       9

<PAGE>
                        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 1 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  3.6.5.2,  the
                                Retired    Participant's    Account   shall   be
                                distributed in full

                                      -10-
<PAGE>
                                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

                                      -11-
<PAGE>
                        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

                                      -12-
<PAGE>
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.

                        5.2.2.1 Each  Active  Participant,  other than an Active
                                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,  a
                                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.

                                      -13-
<PAGE>
                                An   Active   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 an Active  Participant who was not an Insider
                                becomes an Insider,  then,  notwithstanding  the
                                foregoing,  such Active 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   Active   Participant   becomes  an
                                Insider.

                        5.2.2.6 If a  Participant  ceases to continue in service
                                as an Active Participant,  then, notwithstanding
                                any Election to the contrary, such Participant's
                                Account  shall be deemed  invested in the Income
                                Fund,  effective  as of  the  first  day  of any
                                calendar year beginning  after such  Participant
                                ceases  to  continue  in  service  as an  Active
                                Participant.

                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.

                                      -14-

<PAGE>


        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.

        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.

                                      -15-

<PAGE>
        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 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.

                                      -16-

<PAGE>
        11.     EFFECTIVE DATE

        The effective  date of the Plan this  amendment and  restatement  of the
Plan shall be March 3, 1999.

        IN WITNESS  WHEREOF,  COMCAST  CORPORATION  has  caused  this Plan to be
executed by its officers thereunto duly authorized, and its corporate seal to be
affixed hereto, as of the 3rd day of March, 1999.


                                      COMCAST CORPORATION



                                      BY:      ______________________________



                                      ATTEST:  __________________________


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