COMCAST CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    Exhibit 10.2


                               COMCAST CORPORATION

                             2002 STOCK OPTION PLAN

              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 30, 2004)

                  1.       Background and Purpose of Plan

                           (a) Background. COMCAST CORPORATION, a Pennsylvania
corporation, hereby amends and restates the Comcast Corporation 2002 Stock
Option Plan (the "Plan"), effective January 30, 2004.

                           (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.

                           (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




<PAGE>

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 date of determination, or if such date is not a trading day, the next
trading date. If Shares are not so listed, but trades of Shares are reported on
the Nasdaq National Market, Fair Market Value shall be determined based on the
last quoted sale price of a Share on the Nasdaq National Market on the date of
determination, or if such date is not a trading day, the next trading date. If
Shares are not so listed nor trades of Shares so reported, Fair Market Value
shall be 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.




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<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 other than an employee or officer who, at the time of the
grant, has a base salary of $500,000 or more, holds a position with Comcast
Corporation of Senior Vice President or a position of higher rank than Senior
Vice President or is subject to the short-swing profit recapture rules of
section 16(b) of the 1934 Act; 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




                                      -6-
<PAGE>

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

                           (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



                                      -7-
<PAGE>

any Optionee who is a  Non-Employee  Director  shall be determined  from time to
time by the Board, consistent, however, with the following:

                           (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





                                      -8-
<PAGE>

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 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:




                                      -9-
<PAGE>

                                    (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 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:




                                      -10-
<PAGE>

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

                                    (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




                                      -11-
<PAGE>

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 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)





                                      -12-
<PAGE>

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  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





                                      -13-
<PAGE>

federal or state securities laws is available, the Committee may defer exercise
of any Option until 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




                                      -14-
<PAGE>

the Incentive Stock 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. 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 January 30, 2004. 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 30th day of January, 2003.

                                             COMCAST CORPORATION


                                             By: /s/ David L. Cohen
                                                 ------------------------------



                                             Attest: /s/ Arthur R. Block
                                                     --------------------------






                                      -15-
<PAGE>

</TEXT>
</DOCUMENT>
