COMCAST CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exhibit10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2

                               COMCAST CORPORATION

                             2002 STOCK OPTION PLAN

              (AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 26, 2003)

                  1.       Background and Purpose of Plan

                           (a) Background.
                               ----------
                           COMCAST CORPORATION, a Pennsylvania corporation
(formerly known as AT&T Comcast Corporation), hereby amends and restates the
Comcast Corporation 2002 Stock Option Plan (the "Plan"), As Amended and
Restated, Effective November 18, 2002, effective February 26, 2003.

                           (b) Purpose.
                               -------
                           The purpose of the Plan is to assist the Sponsor and
its Affiliates in retaining valued employees, officers and directors by offering
them a greater stake in the Sponsor's success and a closer identity with it, and
to aid in attracting individuals whose services would be helpful to the Sponsor
and would contribute to its success.

                  2.       Definitions

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

                           (b)   "AT&T   Broadband    Transaction"
                                  -------------------------------
                           means the acquisition of AT&T Broadband Corp. (now
known as Comcast Cable Communications Holdings, Inc.) by the Sponsor.

                           (c)  "Board"
                                 -----
                           means the board of directors of the Sponsor.

                           (d) "Cash  Right"
                                -----------
                           means any right to receive cash in lieu of Shares
granted under the Plan and described in Paragraph 3(a)(iii).

                           (e) "Cause"
                                -----
                           means (i) fraud; (ii) misappropriation; (iii)
embezzlement; (iv) gross negligence in the performance of duties; (v)
self-dealing; (vi) dishonesty; (vii) misrepresentation; (viii) conviction of a
crime of a felony; (ix) material violation of any Company policy; (x) material
violation of the Company's Code of Ethics and Business Conduct or, (xi) in the
case of an employee of a Company who is a party to an employment agreement with
a Company, material breach of such agreement; provided that as to items (ix),
                                              ------------
(x) and (xi), if capable of being cured, such event or condition remains uncured
following 30 days written notice thereof.

<PAGE>


                           (f)  "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 owns then-outstanding securities of the
Sponsor such that such Person has the ability to direct the management of the
Sponsor, as determined by the Board in its discretion. The Board may also
determine that a Change of Control shall occur upon the completion of one or
more proposed transactions. The Board's determination shall be final and
binding.

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

                           (h) "Comcast Plan"
                                ------------
                           means any restricted stock, stock bonus, stock option
or other compensation plan, program or arrangement established or maintained by
the Sponsor or an Affiliate of the Sponsor, including, but not limited to this
Plan, the Comcast Corporation 2002 Restricted Stock Plan, the Comcast
Corporation 1987 Stock Option Plan and the AT&T Broadband Corp. Adjustment Plan.

                           (i)  "Committee"
                                 ---------
                           means the committee described in Paragraph 5,
provided that for purposes of Paragraph 7:

                                    (i) all references to the Committee shall be
treated as references to the Board with respect to any Option granted to or held
by a Non-Employee Director; and

                                    (ii) all references to the Committee shall
be treated as references to the Committee's delegate with respect to any Option
granted within the scope of the delegate's authority pursuant to Paragraph 5(b).

                           (j) "Common Stock"
                                ------------
                           means the Sponsor's Class A Common Stock, par value,
$.01.

                           (k)  "Company"
                                 -------
                           means the Sponsor and the Subsidiary Companies.

                           (l)  "Date of  Grant"
                                 --------------
                           means the date as of which an Option is granted.

                           (m)  "Disability"
                                 ----------
                           means a disability within the meaning of section
22(e)(3) of the Code.

                           (n) "Fair  Market  Value."
                                -------------------
                           If Shares are listed on a stock exchange, Fair Market
Value shall be determined based on the last reported sale price of a Share on
the principal exchange on which Shares are listed on the last trading day prior
to the date of determination, or, if Shares are not so listed, but trades of
Shares are reported on the Nasdaq National Market, the last quoted sale price of
a Share on the Nasdaq National Market on the last trading day prior to the date
of determination, or, if Shares are not so reported, the fair market value as
determined by the Board or the Committee in good faith.

                           (o) "Immediate Family"
                                ----------------
                           means an Optionee's spouse and lineal descendants,
any trust all beneficiaries of which are any of such persons and any partnership
all partners of which are any of such persons.

                                      -2-

<PAGE>


                           (p) "Incentive  Stock Option"
                                -----------------------
                           means an Option granted under the Plan, designated by
the Committee at the time of such grant as an Incentive Stock Option within the
meaning of section 422 of the Code and containing the terms specified herein for
Incentive Stock Options; provided, however, that to the extent an Option granted
under the Plan and designated by the Committee at the time of grant as an
Incentive Stock Option fails to satisfy the requirements for an incentive stock
option under section 422 of the Code for any reason, such Option shall be
treated as a Non-Qualified Option.

                           (q)  "Non-Employee  Director"
                                 ----------------------
                           means an individual who is a member of the Board, and
who is not an employee of a Company, including an individual who is a member of
the Board and who previously was, but at the time of reference is not, an
employee of a Company.

                           (r) "Non-Qualified Option" means:
                                ---------------------------

                                    (i) an Option granted under the Plan,
designated by the Committee at the time of such grant as a Non-Qualified Option
and containing the terms specified herein for Non-Qualified Options; and

                                    (ii) an Option granted under the Plan and
designated by the Committee at the time of grant as an Incentive Stock Option,
to the extent such Option fails to satisfy the requirements for an incentive
stock option under section 422 of the Code for any reason.

                           (s) "Option"
                                ------
                           means any stock option granted under the Plan and
described in Paragraph 3(a)(i) or Paragraph 3(a)(ii).

                           (t)  "Optionee"
                                 --------
                           means a person to whom an Option has been granted
under the Plan, which Option has not been exercised in full and has not expired
or terminated.

                           (u) "Other  Available  Shares"
                                ------------------------
                           means, as of any date, the sum of:

                                    (i) the total number of Shares owned by an
Optionee that were not acquired by such Optionee pursuant to a Comcast Plan or
otherwise in connection with the performance of services to the Sponsor or an
Affiliate; plus

                                    (ii) the excess, if any of:

                                            (A) the total number of Shares owned
by an Optionee other than the Shares described in Paragraph 2(v)(i); over

                                            (B) the sum of:

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

                                                     (2) the number of such
Shares owned by such Optionee that has, within the preceding six months, been
the subject of a withholding

                                      -3-

<PAGE>

certification pursuant to Paragraph 15(b) or any similar withholding
certification under any other Comcast Plan; plus

                                                     (3) the number of such
Shares owned by such Optionee that has, within the preceding six months, been
received in exchange for Shares surrendered as payment, in full or in part, or
as to which ownership was attested to as payment, in full or in part, of the
exercise price for an option to purchase any securities of the Sponsor or an
Affiliate of the Sponsor, under any Comcast Plan, but only to the extent of the
number of Shares surrendered or attested to; plus

                                                     (4) the number of such
Shares owned by such Optionee as to which evidence of ownership has, within the
preceding six months, been provided to the Sponsor in connection with the
crediting of "Deferred Stock Units" to such Optionee's Account under the Comcast
Corporation 2002 Deferred Stock Option Plan (as in effect from time to time).

For  purposes  of this  Paragraph  2(u),  a Share  that is subject to a deferral
election  pursuant to another  Comcast  Plan shall not be treated as owned by an
Optionee  until all  conditions  to the delivery of such Share have lapsed.  The
number of Other Available Shares shall be determined separately for Common Stock
and for Special Common Stock.  For purposes of  determining  the number of Other
Available Shares,  the term "Shares" shall also include the securities held by a
Participant   immediately   before  the   consummation  of  the  AT&T  Broadband
Transaction  that became Common Stock or Special Common Stock as a result of the
AT&T Broadband Transaction.

                           (v)  "Outside  Director"
                                 ----------------
                           means a member of the Board who is an "outside
director" within the meaning of section 162(m)(4)(C) of the Code and applicable
Treasury Regulations issued thereunder.

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

                           (x) "Plan"
                                ----
                           means the Comcast Corporation 2002 Stock Option Plan.

                           (y) "Share" or "Shares."
                                -----      ------

                                    (i) Except as otherwise provided in this
Paragraph 2(y), the term "Share" or "Shares" means a share or shares of Common
Stock.

                                    (ii) With respect to Options granted before
the consummation of the AT&T Broadband Transaction, the term "Share" or "Shares"
means a share or shares of Special Common Stock.

                                    (iii) For purposes of Paragraphs 2(u), 7(d)
and 15, the term "Share" or "Shares" also means a share or shares of Special
Common Stock.

                                    (iv) The term "Share" or "Shares" also means
such other securities issued by the Sponsor as may be the subject of an
adjustment under Paragraph 10, or

                                      -4-

<PAGE>


for purposes of Paragraph 2(u) and Paragraph 15, as may have been the subject of
a similar adjustment under similar provisions of the Plan as in effect before
the AT&T Broadband Transaction.

                           (z) "Special Common Stock"
                                -------------------
                                    means the Sponsor's Class A Special Common
Stock, par value $0.01.

                           (aa)   "Sponsor"
                                   -------
                                    means Comcast Corporation, a Pennsylvania
corporation, as successor to Comcast Holdings Corporation (formerly known as
Comcast Corporation), including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.

                           (bb)   "Subsidiary   Companies"
                                   ----------------------
                                    means all business entities that, at the
time in question, are subsidiaries of the Sponsor within the meaning of section
424(f) of the Code.

                           (cc) "Ten Percent  Shareholder"
                                 ------------------------
                                    means a person who on the Date of Grant
owns, either directly or within the meaning of the attribution rules contained
in section 424(d) of the Code, stock possessing more than 10% of the total
combined voting power of all classes of stock of his employer corporation or of
its parent or subsidiary corporations, as defined respectively in sections
424(e) and (f) of the Code, provided that the employer corporation is a Company.

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

                                    (i) the liquidation of the Sponsor;  or

                                    (ii) a Change of Control.


                           (ee)  "Third  Party"
                                  ------------
                                    means any Person other than a Company,
together with such Person's Affiliates, provided that the term "Third Party"
shall not include the Sponsor or an Affiliate of the Sponsor.

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

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

                  3.       Rights To Be Granted

                           (a) Types of Options and Other Rights Available for
                               ------------------------------------------------
                               Grant.
                               -----
                                    Rights that may be granted under the Plan
are:

                                    (i) Incentive Stock Options, which give an
Optionee who is an employee of a Company the right for a specified time period
to purchase a specified number of Shares for a price not less than the Fair
Market Value on the Date of Grant;

                                      -5-

<PAGE>

                                    (ii) Non-Qualified Options, which give the
Optionee the right for a specified time period to purchase a specified number of
Shares for a price determined by the Committee; and

                                    (iii) Cash Rights, which give an Optionee
the right for a specified time period, and subject to such conditions, if any,
as shall be determined by the Committee and stated in the option document, to
receive a cash payment of such amount per Share as shall be determined by the
Committee and stated in the option document, in lieu of exercising a
Non-Qualified Option.

                           (b) Limit on Grant of Options.
                               -------------------------
                           The maximum number of Shares for which Options may be
granted to any single individual in any calendar year, adjusted as provided in
Paragraph 10, shall be 10,000,000 Shares.

                  4.       Shares Subject to Plan

                  Subject to  adjustment  as provided in Paragraph  10, not more
than 75,000,000  Shares in the aggregate  (including  Shares granted pursuant to
the Plan as in effect  immediately  before  the  closing  of the AT&T  Broadband
Transaction) may be issued pursuant to the Plan upon exercise of Options. Shares
delivered pursuant to the exercise of an Option may, at the Sponsor's option, be
either  treasury  Shares or Shares  originally  issued for such  purpose.  If an
Option  covering  Shares  terminates or expires without having been exercised in
full,  other  Options may be granted  covering the Shares as to which the Option
terminated or expired.

                  5.       Administration of Plan

                           (a) Committee.
                               ---------
                           The Plan shall be administered by the Compensation
Committee of the Board or any other committee or subcommittee designated by the
Board, provided that the committee administering the Plan is composed of two or
more non-employee members of the Board, each of whom is an Outside Director.

                           (b)  Delegation  of  Authority.
                                -------------------------
                           The Committee may delegate to an officer of the
Sponsor, or a committee of two or more officers of the Sponsor, discretion under
the Plan to grant Options to any employee or officer of a Company who, at the
time of the grant, has a base salary of less than $250,000; provided, however,
that the maximum number of Shares subject to any Option granted to any
individual pursuant to such delegation shall not exceed 50,000 Shares. Such
delegation of authority shall continue in effect until the earliest of:

                                    (i) such time as the Committee shall, in its
discretion, revoke such delegation of authority;

                                    (ii) the delegate shall cease to be an
employee of the Company for any reason; or

                                    (iii) the delegate shall notify the
Committee that he declines to continue exercise such authority.

                                      -6-

<PAGE>


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

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

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

                  6.       Eligibility

                           (a) Eligible individuals to whom Options may be
granted shall be employees, officers or directors of a Company who are selected
by the Committee for the grant of Options. Eligible individuals to whom Cash
Rights may be granted shall be individuals who are employees of a Company on the
Date of Grant. The terms and conditions of Options granted to individuals other
than Non-Employee Directors shall be determined by the Committee, subject to
Paragraph 7. The terms and conditions of Cash Rights shall be determined by the
Committee, subject to Paragraph 7. The terms and conditions of Options granted
to Non-Employee Directors shall be determined by the Board, subject to Paragraph
7.

                           (b) An Incentive Stock Option shall not be granted to
a Ten Percent Shareholder except on such terms concerning the option price and
term as are provided in Paragraph 7(b) and 7(g) with respect to such a person.
An Option designated as Incentive Stock Option granted to a Ten Percent
Shareholder but which does not comply with the requirements of the preceding
sentence shall be treated as a Non-Qualified Option. An Option designated as an
Incentive Stock Option shall be treated as a Non-Qualified Option if the
Optionee is not an employee of a Company on the Date of Grant.

                  7.       Option Documents and Terms - In General

                  All Options  granted to Optionees shall be evidenced by option
documents.  The terms of each such option  document  for any  Optionee who is an
employee of a Company  shall be determined  from time to time by the  Committee,
and  the  terms  of  each  such  option  document  for  any  Optionee  who  is a
Non-Employee  Director  shall  be  determined  from  time to time by the  Board,
consistent, however, with the following:

                                      -7-

<PAGE>

                           (a) Time of Grant.
                               -------------
                           All Options shall be granted on or before March 13,
2006.

                           (b) Option  Price.
                               -------------
                           Except as otherwise provided in Section 13(b), the
option price per Share with respect to any Option shall be determined by the
Committee, provided, however, that with respect to any Incentive Stock Options,
the option price per share shall not be less than 100% of the Fair Market Value
of such Share on the Date of Grant, and provided further that with respect to
any Incentive Stock Options granted to a Ten Percent Shareholder, the option
price per Share shall not be less than 110% of the Fair Market Value of such
Share on the Date of Grant.

                           (c)  Restrictions on Transferability.
                                -------------------------------
                           No Option granted under this Paragraph 7 shall be
transferable otherwise than by will or the laws of descent and distribution and,
during the lifetime of the Optionee, shall be exercisable only by him or for his
benefit by his attorney-in-fact or guardian; provided that the Committee may, in
its discretion, at the time of grant of a Non-Qualified Option or by amendment
of an option document for an Incentive Stock Option or a Non-Qualified Option,
provide that Options granted to or held by an Optionee may be transferred, in
whole or in part, to one or more transferees and exercised by any such
transferee; provided further that (i) any such transfer is without consideration
and (ii) each transferee is a member of such Optionee's Immediate Family; and
provided further that any Incentive Stock Option granted pursuant to an option
document which is amended to permit transfers during the lifetime of the
Optionee shall, upon the effectiveness of such amendment, be treated thereafter
as a Non-Qualified Option. No transfer of an Option shall be effective unless
the Committee is notified of the terms and conditions of the transfer and the
Committee determines that the transfer complies with the requirements for
transfers of Options under the Plan and the option document. Any person to whom
an Option has been transferred may exercise any Options only in accordance with
the provisions of Paragraph 7(g) and this Paragraph 7(c).

                           (d) Payment  Upon  Exercise of Options.
                               ----------------------------------
                           Full payment for Shares purchased upon the exercise
of an Option shall be made in cash, by certified check payable to the order of
the Sponsor, or, at the election of the Optionee and as the Committee may, in
its sole discretion, approve, by surrendering or attesting to ownership of
Shares with an aggregate Fair Market Value equal to the aggregate option price,
or by attesting to ownership and delivering such combination of Shares and cash
as the Committee may, in its sole discretion, approve; provided, however, that
ownership of Shares may be attested to and Shares may be surrendered in
satisfaction of the option price only if the Optionee certifies in writing to
the Sponsor that the Optionee owns a number of Other Available Shares as of the
date the Option is exercised that is at least equal to the number of Shares as
to which ownership has been attested, or the number of Shares to be surrendered
in satisfaction of the Option Price, as applicable; provided further, however,
that the option price may not be paid in Shares if the Committee determines that
such method of payment would result in liability under section 16(b) of the 1934
Act to an Optionee. Except as otherwise provided by the Committee, if payment is
made in whole or in part by surrendering Shares, the Optionee shall deliver to
the Sponsor certificates registered in the name of such Optionee representing
Shares legally and beneficially owned by such Optionee, free of all liens,
claims and encumbrances of every kind and having a Fair Market Value on the date
of delivery that is equal to or greater than the aggregate option price for the
Option Shares subject

                                      -8-

<PAGE>


to payment by the surrender of Shares, accompanied by stock powers duly endorsed
in blank by the record holder of the Shares represented by such certificates;
and if payment is made in whole or in part by attestation of ownership, the
Optionee shall attest to ownership of Shares representing Shares legally and
beneficially owned by such Optionee, free of all liens, claims and encumbrances
of every kind and having a Fair Market Value on the date of attestation that is
equal to or greater than the aggregate option price for the Option Shares
subject to payment by attestation of Share ownership. If the Committee, in its
sole discretion, should refuse to accept Shares in payment of the option price,
any certificates representing Shares which were delivered to the Sponsor shall
be returned to the Optionee with notice of the refusal of the Committee to
accept such Shares in payment of the option price. The Committee may impose such
limitations and prohibitions on attestation or ownership of Shares and the use
of Shares to exercise an Option as it deems appropriate.

                           (e) Issuance of Certificate Upon Exercise of Options;
                               ------------------------------------------------
Payment of Cash.
---------------
                           Only whole Shares shall be issuable upon exercise of
Options. Any right to a fractional Share shall be satisfied in cash. Upon
satisfaction of the conditions of Paragraph 10, a certificate for the number of
whole Shares and a check for the Fair Market Value on the date of exercise of
any fractional Share to which the Optionee is entitled shall be delivered to
such Optionee by the Sponsor.

                           (f)  Termination of  Employment.
                                --------------------------
                           For purposes of the Plan, a transfer of an employee
between two employers, each of which is a Company, shall not be deemed a
termination of employment. For purposes of Paragraph 7(g), an Optionee's
termination of employment shall be deemed to occur on the date an Optionee
ceases to have a regular obligation to perform services for a Company, without
regard to whether (i) the Optionee continues on the Company's payroll for
regular, severance or other pay or (ii) the Optionee continues to participate in
one or more health and welfare plans maintained by the Company on the same basis
as active employees. Whether an Optionee ceases to have a regular obligation to
perform services for a Company shall be determined by the Committee in its sole
discretion. Notwithstanding the foregoing, if an Optionee is a party to an
employment agreement or severance agreement with a Company which establishes the
effective date of such Optionee's termination of employment for purposes of this
Paragraph 7(g), that date shall apply. For an Optionee who is a Non-Employee
Director, all references to any termination of employment shall be treated as a
termination of service to the Sponsor as a Non-Employee Director.

                           (g) Periods of Exercise of Options.
                               ------------------------------
                           An Option shall be exercisable in whole or in part at
such time or times as may be determined by the Committee and stated in the
option document, provided, however, that if the grant of an Option would be
subject to section 16(b) of the 1934 Act, unless the requirements for exemption
therefrom in Rule 16b-3(c)(1), under such Act, or any successor provision, are
met, the option document for such Option shall provide that such Option is not
exercisable until not less than six months have elapsed from the Date of Grant.
Except as otherwise provided by the Committee in its discretion, no Option shall
first become exercisable following an Optionee's termination of employment for
any reason; provided further, that:

                           (i) In the event that an Optionee terminates
employment with the Company for any reason other than death or Cause, any Option
held by such Optionee and

                                      -9-

<PAGE>

which is then exercisable shall be exercisable for a period of 90 days following
the date the Optionee terminates employment with the Company (unless a longer
period is established by the Committee); provided, however, that if such
termination of employment with the Company is due to the Disability of the
Optionee, he shall have the right to exercise those of his Options which are
then exercisable for a period of one year following such termination of
employment (unless a longer period is established by the Committee); provided,
however, that in no event shall an Incentive Stock Option be exercisable after
five years from the Date of Grant in the case of a grant to a Ten Percent
Shareholder, nor shall any other Option be exercisable after ten years from the
Date of Grant.

                                    (ii) In the event that an Optionee
terminates employment with the Company by reason of his death, any Option held
at death by such Optionee which is then exercisable shall be exercisable for a
period of one year from the date of death (unless a longer period is established
by the Committee) by the person to whom the rights of the Optionee shall have
passed by will or by the laws of descent and distribution; provided, however,
that in no event shall an Incentive Stock Option be exercisable after five years
from the Date of Grant in the case of a grant to a Ten Percent Shareholder, nor
shall any other Option be exercisable after ten years from the Date of Grant.

                                    (iii) In the event that an Optionee's
employment with the Company is terminated for Cause, each unexercised Option
held by such Optionee shall terminate and cease to be exercisable; provided
further, that in such event, in addition to immediate termination of the Option,
the Optionee, upon a determination by the Committee shall automatically forfeit
all Shares otherwise subject to delivery upon exercise of an Option but for
which the Sponsor has not yet delivered the Share certificates, upon refund by
the Sponsor of the option price.

                           (h)  Date of  Exercise.
                                -----------------
                           The date of exercise of an Option shall be the date
on which written notice of exercise, addressed to the Sponsor at its main office
to the attention of its Secretary, is hand delivered, telecopied or mailed first
class postage prepaid; provided, however, that the Sponsor shall not be
obligated to deliver any certificates for Shares pursuant to the exercise of an
Option until the Optionee shall have made payment in full of the option price
for such Shares. Each such exercise shall be irrevocable when given. Each notice
of exercise must (i) specify the Incentive Stock Option, Non-Qualified Option or
combination thereof being exercised; and (ii) include a statement of preference
(which shall binding on and irrevocable by the Optionee but shall not be binding
on the Committee) as to the manner in which payment to the Sponsor shall be made
(Shares or cash or a combination of Shares and cash). Each notice of exercise
shall also comply with the requirements of Paragraph 15.

                           (i)  Cash  Rights.
                                ------------
                           The Committee may, in its sole discretion, provide in
an option document for an eligible Optionee that Cash Rights shall be attached
to Non-Qualified Options granted under the Plan. All Cash Rights that are
attached to Non-Qualified Options shall be subject to the following terms:

                                    (i) Such Cash  Right  shall  expire no later
than the Non-Qualified Option to which it is attached.

                                      -10-


<PAGE>

                                    (ii) Such Cash Right shall provide for the
cash payment of such amount per Share as shall be determined by the Committee
and stated in the option document.

                                    (iii) Such Cash Right shall be subject to
the same restrictions on transferability as the Non-Qualified Option to which it
is attached.

                                    (iv) Such Cash Right shall be exercisable
only when such conditions to exercise as shall be determined by the Committee
and stated in the option document, if any, have been satisfied.

                                    (v) Such Cash Right shall expire upon the
exercise of the Non-Qualified Option to which it is attached.

                                    (vi) Upon exercise of a Cash Right that is
attached to a Non-Qualified Option, the Option to which the Cash Right is
attached shall expire.

                  8.       Limitation on Exercise of Incentive Stock Options

                  The  aggregate  Fair Market Value  (determined  as of the time
Options are granted) of the Shares with respect to which Incentive Stock Options
may first become  exercisable  by an Optionee in any one calendar year under the
Plan  and  any  other  plan  of the  Company  shall  not  exceed  $100,000.  The
limitations  imposed by this  Paragraph  8 shall apply only to  Incentive  Stock
Options  granted  under  the  Plan,  and  not  to any  other  options  or  stock
appreciation  rights. In the event an individual  receives an Option intended to
be an Incentive Stock Option which is  subsequently  determined to have exceeded
the limitation set forth above, or if an individual  receives Options that first
become  exercisable  in a calendar  year  (whether  pursuant  to the terms of an
option document, acceleration of exercisability or other change in the terms and
conditions of exercise or any other  reason) that have an aggregate  Fair Market
Value  (determined  as of the time the Options  are  granted)  that  exceeds the
limitations  set forth above,  the Options in excess of the limitation  shall be
treated as Non-Qualified Options.

                  9.       Rights as Shareholders

                  An  Optionee  shall not have any right as a  shareholder  with
respect to any Shares  subject to his Options  until the Option  shall have been
exercised in accordance  with the terms of the Plan and the option  document and
the Optionee shall have paid the full purchase price for the number of Shares in
respect of which the  Option  was  exercised  and the  Optionee  shall have made
arrangements  acceptable  to the  Sponsor for the  payment of  applicable  taxes
consistent with Paragraph 15.

                  10.      Changes in Capitalization

                  In the event that Shares are changed into or exchanged for a
different number or kind of shares of stock or other securities of the Sponsor,
whether through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split-up or other substitution of securities of the Sponsor, the
Board shall make appropriate equitable anti-dilution adjustments to the number
and class of shares of stock available for issuance under the Plan, and subject
to outstanding Options, and to the option prices and the amounts payable
pursuant to any Cash

                                      -11-

<PAGE>


Rights. Any reference to the option price in the Plan and in option documents
shall be a reference to the option price as so adjusted. Any reference to the
term "Shares" in the Plan and in option documents shall be a reference to the
appropriate number and class of shares of stock available for issuance under the
Plan, as adjusted pursuant to this Paragraph 10. The Board's adjustment shall be
effective and binding for all purposes of this Plan.

                  11.      Terminating Events

                           (a) The Sponsor shall give Optionees 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. Upon receipt of such notice, and for a period of ten (10)
days thereafter (or such shorter period as the Board shall reasonably determine
and so notify the Optionees), each Optionee shall be permitted to exercise the
Option to the extent the Option is then exercisable; provided that, the Sponsor
may, by similar notice, require the Optionee to exercise the Option, to the
extent the Option is then exercisable, or to forfeit the Option (or portion
thereof, as applicable). The Committee may, in its discretion, provide that upon
the Optionee's receipt of the notice of a Terminating Event under this Paragraph
11(a), the entire number of Shares covered by Options shall become immediately
exercisable.

                           (b) Notwithstanding Paragraph 11(a), in the event the
Terminating Event is not consummated, the Option shall be deemed not to have
been exercised and shall be exercisable thereafter to the extent it would have
been exercisable if no such notice had been given.

                  12.      Interpretation

                  The  Committee  shall have the power to interpret the Plan and
to make and amend rules for putting it into effect and  administering  it. It is
intended  that  the  Incentive  Stock  Options  granted  under  the  Plan  shall
constitute  incentive  stock  options  within the  meaning of section 422 of the
Code,  and that Shares  transferred  pursuant to the  exercise of  Non-Qualified
Options shall constitute  property subject to federal income tax pursuant to the
provisions  of  section  83 of the Code.  The  provisions  of the Plan  shall be
interpreted and applied insofar as possible to carry out such intent.

                  13.      Amendments

                           (a) In General.
                               ----------
                           The Board or the Committee may amend the Plan from
time to time in such manner as it may deem advisable. Nevertheless, neither the
Board nor the Committee may, without obtaining approval within twelve months
before or after such action by such vote of the Sponsor's shareholders as may be
required by Pennsylvania law for any action requiring shareholder approval, or
by a majority of votes cast at a duly held shareholders' meeting at which a
majority of all voting stock is present and voting on such amendment, either in
person or in proxy (but not, in any event, less than the vote required pursuant
to Rule 16b-3(b) under the 1934 Act) change the class of individuals eligible to
receive an Incentive Stock Option, extend the expiration date of the Plan,
decrease the minimum option price of an Incentive Stock

                                      -12-


<PAGE>

Option granted under the Plan or increase the maximum number of shares as to
which Options may be granted, except as provided in Paragraph 10 hereof.

                           (b)   Repricing  of  Options.
                                 ----------------------
                           Notwithstanding any provision in the Plan to the
contrary, neither the Board nor the Committee may, without obtaining prior
approval by the Sponsor's shareholders, reduce the option price of any issued
and outstanding Option granted under the Plan at any time during the term of
such option (other than by adjustment pursuant to Paragraph 10 relating to
Changes in Capitalization). This Paragraph 13(b) may not be repealed, modified
or amended without the prior approval of the Sponsor's shareholders.

                  14.      Securities Law

                           (a) In General.
                               ----------
                           The Committee shall have the power to make each grant
under the Plan subject to such conditions as it deems necessary or appropriate
to comply with the then-existing requirements of the 1933 Act or the 1934 Act,
including Rule 16b-3 (or any similar rule) of the Securities and Exchange
Commission.

                           (b)  Acknowledgment of Securities Law Restrictions on
                                ------------------------------------------------
Exercise
--------
                           To the extent required by the Committee, unless the
Shares subject to the Option are covered by a then current registration
statement or a Notification under Regulation A under the 1933 Act, each notice
of exercise of an Option shall contain the Optionee's acknowledgment in form and
substance satisfactory to the Committee that:

                                    (i) the Shares subject to the Option are
being purchased for investment and not for distribution or resale (other than a
distribution or resale which, in the opinion of counsel satisfactory to the
Sponsor, may be made without violating the registration provisions of the Act);

                                    (ii) the Optionee has been advised and
understands that (A) the Shares subject to the Option have not been registered
under the 1933 Act and are "restricted securities" within the meaning of Rule
144 under the 1933 Act and are subject to restrictions on transfer and (B) the
Sponsor is under no obligation to register the Shares subject to the Option
under the 1933 Act or to take any action which would make available to the
Optionee any exemption from such registration;

                                    (iii) the certificate evidencing the Shares
may bear a restrictive legend; and

                                    (iv) the Shares subject to the Option may
not be transferred without compliance with all applicable federal and state
securities laws.

                           (c) Delay of Exercise Pending Registration of
                               -----------------------------------------
Securities.
----------
                           Notwithstanding any provision in the Plan or an
option document to the contrary, if the Committee determines, in its sole
discretion, that issuance of Shares pursuant to the exercise of an Option should
be delayed pending registration or qualification under federal or state
securities laws or the receipt of a legal opinion that an appropriate exemption
from the application of federal or state securities laws is available, the
Committee may defer exercise of any Option until

                                      -13-

<PAGE>

such Shares are appropriately registered or qualified or an appropriate legal
opinion has been received, as applicable.

                  15.      Withholding of Taxes on Exercise of Option

                           (a) Whenever the Company proposes or is required to
deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (i) require the recipient to remit to the
Sponsor an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery or transfer of any certificate or
certificates for such Shares or (ii) take any action whatever that it deems
necessary to protect its interests with respect to tax liabilities. The
Sponsor's obligation to make any delivery or transfer of Shares on the exercise
of an Option shall be conditioned on the recipient's compliance, to the
Sponsor's satisfaction, with any withholding requirement. In addition, if the
Committee grants Options or amends option documents to permit Options to be
transferred during the life of the Optionee, the Committee may include in such
option documents such provisions as it determines are necessary or appropriate
to permit the Company to deduct compensation expenses recognized upon exercise
of such Options for federal or state income tax purposes.

                           (b) Except as otherwise provided in this Paragraph
15(b), any tax liabilities incurred in connection with the exercise of an Option
under the Plan other than an Incentive Stock Option shall be satisfied by the
Sponsor's withholding a portion of the Shares underlying the Option exercised
having a Fair Market Value approximately equal to the minimum amount of taxes
required to be withheld by the Sponsor under applicable law, unless otherwise
determined by the Committee with respect to any Optionee. Notwithstanding the
foregoing, the Committee may permit an Optionee to elect one or both of the
following: (i) to have taxes withheld in excess of the minimum amount required
to be withheld by the Sponsor under applicable law; provided that the Optionee
certifies in writing to the Sponsor that the Optionee owns a number of Other
Available Shares having a Fair Market Value that is at least equal to the Fair
Market Value of Option Shares to be withheld by the Company for the then-current
exercise on account of withheld taxes in excess of such minimum amount, and (ii)
to pay to the Sponsor in cash all or a portion of the taxes to be withheld upon
the exercise of an Option. In all cases, the Shares so withheld by the Company
shall have a Fair Market Value that does not exceed the amount of taxes to be
withheld minus the cash payment, if any, made by the Optionee. Any election
pursuant to this Paragraph 15(b) must be in writing made prior to the date
specified by the Committee, and in any event prior to the date the amount of tax
to be withheld or paid is determined. An election pursuant to this Paragraph
15(b) may be made only by an Optionee or, in the event of the Optionee's death,
by the Optionee's legal representative. No Shares withheld pursuant to this
Paragraph 15(b) shall be available for subsequent grants under the Plan. The
Committee may add such other requirements and limitations regarding elections
pursuant to this Paragraph 15(b) as it deems appropriate.

                           (c) Except as otherwise provided in this Paragraph
15(c), any tax liabilities incurred in connection with the exercise of an
Incentive Stock Option under the Plan shall be satisfied by the Optionee's
payment to the Sponsor in cash all of the taxes to be withheld upon exercise of
the Incentive Stock Option. Notwithstanding the foregoing, the Committee may
permit an Optionee to elect to have the Sponsor withhold a portion of the Shares
underlying the Incentive Stock Option exercised having a Fair Market Value
approximately equal to the

                                      -14-

<PAGE>

minimum amount of taxes required to be withheld by the Sponsor under applicable
law. Any election pursuant to this Paragraph 15(c) must be in writing made prior
to the date specified by the Committee, and in any event prior to the date the
amount of tax to be withheld or paid is determined. An election pursuant to this
Paragraph 15(c) may be made only by an Optionee or, in the event of the
Optionee's death, by the Optionee's legal representative. No Shares withheld
pursuant to this Paragraph 15(c) shall be available for subsequent grants under
the Plan. The Committee may add such other requirements and limitations
regarding elections pursuant to this Paragraph 15(c) as it deems appropriate.
16. Effective Date and Term of Plan

                  This  amendment  and  restatement  of the Plan as the  Comcast
Corporation  2002 Stock  Option Plan shall be effective  February 26, 2003.  The
Plan shall expire no later than March 13,  2006,  the tenth  anniversary  of the
date the Plan was  initially  adopted by the board of  directors of the Sponsor,
unless sooner terminated by the Board.

                  17.      General

                  Each  Option  shall  be  evidenced  by  a  written  instrument
containing  such  terms and  conditions  not  inconsistent  with the Plan as the
Committee  may  determine.  The  issuance of Shares on the exercise of an Option
shall be subject to all of the applicable requirements of the corporation law of
the  Sponsor's  state of  incorporation  and other  applicable  laws,  including
federal or state  securities laws, and all Shares issued under the Plan shall be
subject to the terms and restrictions contained in the Articles of Incorporation
and By-Laws of the Sponsor, as amended from time to time.

                 Executed as of the 26th day of February, 2003.

                                       COMCAST CORPORATION


                                       By:________________________________




                                       Attest:  _____________________________




</TEXT>
</DOCUMENT>
