COMCAST CORP
EXHIBIT 10.10
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                                                                   Exhibit 10.10


                               COMCAST CORPORATION

                         2002 EXECUTIVE CASH BONUS PLAN



1. BACKGROUND AND PURPOSE

     Comcast Corporation, a Pennsylvania corporation (the "Company"), hereby
amends and restates the Comcast Corporation 2002 Executive Cash Bonus Plan (the
"Plan"), effective January 30, 2004. The purpose of the Plan is to provide a
performance-based cash bonus compensation for certain employees of the Company,
in accordance with a formula that is based on the financial success of the
Company as part of an integrated compensation program which is intended to
assist the Company in motivating and retaining employees of superior ability,
industry and loyalty.

2. DEFINITIONS

     The following words and phrases as used herein shall have the following
meanings, unless a different meaning is plainly required by the context:

     "Board of Directors" shall mean the Board of Directors of the Company.

     "Cash Flow." For calendar years beginning after 2002, "Cash Flow" shall
mean the operating income before depreciation and amortization for the Company
and those of its affiliates which are included with the Company in its
consolidated financial statements, as determined by the Committee.

     "Committee" shall mean the means the Compensation Committee of the Board or
such other committee of the Board assigned by the Board to administer the Plan.

     "Company" shall mean 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.

     "First Tier Goal" shall mean the performance goal, measured in terms of
level of Cash Flow, as established by the Committee for each Plan Year. The
First Tier Goal is the performance measure which, if achieved, permits payment
to each Participant of 66% of the Participant's Target Bonus. The Committee
shall in all events establish the First Tier Goal for each Plan Year no later
than 90 days after the first day of the Plan Year or, if sooner, within the
first 25% of the Plan Year. The First Tier Goal shall be established at the
discretion of the Committee, provided, however, that the Committee must
determine that, as of the date the First Tier Goal is established, it is
substantially uncertain whether the level of Cash Flow required to meet the
First Tier Goal will be achieved.



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     "Participant" shall mean those persons eligible to participate in the Plan
in accordance with Section 3.

     "Plan" shall mean the Comcast Corporation 2002 Executive Cash Bonus Plan.

     "Plan Year" shall mean the calendar year.

     "Second Tier Goal" shall mean the performance goal, measured in terms of
level of Cash Flow, as established by the Committee for each Plan Year. The
Second Tier Goal is the performance measure which, if achieved, permits payment
to each Participant of 100% of the Participant's Target Bonus. The Committee
shall establish the Second Tier Goal for each Plan Year at the same time that it
establishes the First Tier Goal for such Plan Year. The Second Tier Goal shall
be a level of Cash Flow chosen at the discretion of the Committee that is higher
than the level of Cash Flow chosen for the Plan Year as the First Tier Goal.

     "Target Bonus" shall mean, with respect to any Participant for any Plan
Year, the sum of (a) the Target Percentage of the Participant's base salary and
any guaranteed bonus as of the first day of the Plan Year and (b) the amount, if
any, of such Participant's Target Bonus for any prior Plan Year which was not
earned due to failure to meet the First Tier Goal or the Second Tier Goal;
provided, however, that in no event shall any Participant's Target Bonus for any
Plan Year exceed $3,000,000.

     "Target Percentage" shall mean, with respect to any Participant for any
Plan Year, a percentage, not to exceed 150%, established by the Committee with
respect to such Participant and such Plan Year. If no other percentage is
selected by the Committee, the Target Percentage shall be 50%.

3. PARTICIPATION

     Effective for Plan Years beginning after 2003, the Participants in the Plan
shall include such key executives as may be designated by the Committee to
participate in the Plan from time to time.

4. TERM OF PLAN

     The original effective date of the Plan was July 1, 1996. The Plan shall
continue until all amounts required to be paid with respect to all Plan Years up
through and including the Plan Year ending December 31, 2006 are paid by the
Company, unless the Plan is sooner terminated by the Board of Directors.

5. BONUS ENTITLEMENT

     Each Participant shall be entitled to receive a bonus in accordance with
the provisions of Section 6 of the Plan only after certification by the
Committee that the performance goals set forth in Section 6 have been satisfied.
The bonus payment under the Plan shall be paid to each Participant as soon as
practicable following the close of the Plan Year with respect to which the bonus
is to be paid. Notwithstanding anything contained herein to the contrary, no



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bonus shall be payable under the Plan without the prior disclosure of the terms
of the Plan to the shareholders of the Company and the approval of the Plan by
such shareholders.

6. AMOUNT OF PERFORMANCE-BASED COMPENSATION BONUS

                   For Plan Years beginning on and after January 1, 2003:

                  (a) Each Participant in the Plan shall be entitled to a bonus
with respect to a Plan Year which is equal to 66% of the Participant's Target
Bonus if the Company's Cash Flow for the Plan Year is at least equal to the
First Tier Goal, and 100% of the Target Bonus if the Company's Cash Flow for the
Plan Year is at least equal to the Second Tier Goal. If the level of Cash Flow
for the Plan Year is higher than the First Tier Goal and lower than the Second
Tier Goal, the bonus with respect to such Plan Year shall be such percentage of
the Participant's Target Bonus in excess of 66% as is determined by prorating
the difference between 100% and 66% according to the level of Cash Flow in
excess of the First Tier Goal divided by the difference between the levels of
Cash Flow represented by the Second Tier Goal and the First Tier Goal. If the
level of Cash Flow for a Plan Year is below the First Tier Goal established with
respect to such Plan Year, no bonus shall be payable under the Plan for that
Plan Year.

                  (b) In the event any payment of a bonus otherwise payable
under the Plan occurs more than two months after the close of the Plan Year with
respect to which the bonus is paid because the required disclosure of the terms
of the Plan to the shareholders of the Company and the approval of the Plan by
such shareholders delays such bonus payment, the amount of the bonus otherwise
payable shall be increased by the amount such bonus payment would earn if it
were invested in an investment bearing a 7% annual rate of return, compounded
daily, or such other reasonable rate of interest as may be determined by the
Committee, during the period from the close of the Plan Year with respect to
which such bonus is paid and the date the bonus is actually paid.

                  (c) Notwithstanding anything contained herein to the contrary,
in the event there is a significant acquisition or disposition of any assets,
business division, company or other business operations of the Company that is
reasonably expected to have an effect on Cash Flow as otherwise determined under
the terms of the Plan, the First Tier Goal and the Second Tier Goal shall be
adjusted to take into account the impact of such acquisition or disposition by
increasing or decreasing such goals in the same proportion as Cash Flow of the
Company would have been affected for the prior Plan Year on a pro forma basis
had such an acquisition or disposition occurred on the same date during the
prior Plan Year. Such adjustment shall be based upon the historical equivalent
of Cash Flow of the assets so acquired or disposed of for the prior Plan Year,
as shown by such records as are available to the Company, as further adjusted to
reflect any aspects of the transaction that should be taken into account to
ensure comparability between amounts in the prior Plan Year and the current Plan
Year.

                  (d) Notwithstanding the determination of the amount of a
Participant's bonus payable with respect to any Plan Year under Section 6(a),
the Committee shall have the discretion to reduce or eliminate the bonus
otherwise payable to a Participant if it determines that such a reduction or
elimination of the bonus is in the best interests of the Company.



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7. COMMITTEE

                   (a) Powers. The Committee shall have the power and duty to do
all things necessary or convenient to effect the intent and purposes of the Plan
and not inconsistent with any of the provisions hereof, whether or not such
powers and duties are specifically set forth herein, and, by way of
amplification and not limitation of the foregoing, the Committee shall have the
power to:

                    (i)       provide rules and regulations for the management,
                              operation and administration of the Plan, and,
                              from time to time, to amend or supplement such
                              rules and regulations;

                    (ii)      construe the Plan, which construction, as long as
                              made in good faith, shall be final and conclusive
                              upon all parties hereto; and

                    (iii)     correct any defect, supply any omission, or
                              reconcile any inconsistency in the Plan in such
                              manner and to such extent as it shall deem
                              expedient to carry the same into effect, and it
                              shall be the sole and final judge of when such
                              action shall be appropriate.

                  The resolution of any questions with respect to payments and
entitlements pursuant to the provisions of the Plan shall be determined by the
Committee, and all such determinations shall be final and conclusive.

                   (b) Indemnity. No member of the Committee shall be directly
or indirectly responsible or under any liability by reason of any action or
default by him as a member of the Committee, or the exercise of or failure to
exercise any power or discretion as such member. No member of the Committee
shall be liable in any way for the acts or defaults of any other member of the
Committee, or any of its advisors, agents or representatives. The Company shall
indemnify and save harmless each member of the Committee against any and all
expenses and liabilities arising out of his own membership on the Committee.

                   (c) Compensation and Expenses. Members of the Committee shall
receive no separate compensation for services other than compensation for their
services as members of the Board of Directors, which compensation can include
compensation for services at any committee meeting attended in their capacity as
members of the Board of Directors. Members of the Committee shall be entitled to
receive their reasonable expenses incurred in administering the Plan. Any such
expenses, as well as extraordinary expenses authorized by the Company, shall be
paid by the Company.

                   (d) Participant Information. The Company shall furnish to the
Committee in writing all information the Company deems appropriate for the
Committee to exercise its powers and duties in administration of the Plan. Such
information shall be conclusive for all purposes of the Plan and the Committee
shall be entitled to rely thereon without any investigation thereof; provided,
however, that the Committee may correct any errors discovered in any such
information.



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                   (e) Inspection of Documents. The Committee shall make
available to each Participant, for examination at the principal office of the
Company (or at such other location as may be determined by the Committee), a
copy of the Plan and such of its records, or copies thereof, as may pertain to
any benefits of such Participant under the Plan.

8. TERMINATION AND AMENDMENT

                   The Plan may be terminated or revoked by the Company at any
time and amended by the Company from time to time, provided that neither the
termination, revocation or amendment of the Plan may, without the written
approval of the Participant, reduce the amount of a bonus payment that is due,
but has not yet been paid, and provided further that no changes that would
increase the amount of bonuses determined under provisions of the Plan shall be
effective without approval by the Committee and without disclosure to and
approval by the shareholders of the Company in a separate vote prior to payment
of such bonuses. In addition, the Plan may be modified or amended by the
Committee, as it deems appropriate, in order to comply with any rules,
regulations or other guidance promulgated by the Internal Revenue Service with
respect to applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), as they relate to the exemption for "performance-based
compensation" under the limitations on the deductibility of compensation imposed
under Code Section 162(m).

9. MISCELLANEOUS PROVISIONS

                   (a) Unsecured Creditor Status. A Participant entitled to a
bonus payment hereunder, shall rely solely upon the unsecured promise of the
Company, as set forth herein, for the payment thereof, and nothing herein
contained shall be construed to give to or vest in a Participant or any other
person now or at any time in the future, any right, title, interest, or claim in
or to any specific asset, fund, reserve, account, insurance or annuity policy or
contract, or other property of any kind whatever owned by the Company, or in
which the Company may have any right, title, or interest, nor or at any time in
the future.

                   (b) Other Company Plans. It is agreed and understood that any
benefits under this Plan are in addition to any and all benefits to which a
Participant may otherwise be entitled under any other contract, arrangement, or
voluntary pension, profit sharing or other compensation plan of the Company,
whether funded or unfunded, and that this Plan shall not affect or impair the
rights or obligations of the Company or a Participant under any other such
contract, arrangement, or voluntary pension, profit sharing or other
compensation plan.

                   (c) Separability. If any term or condition of the Plan shall
be invalid or unenforceable to any extent or in any application, then the
remainder of the Plan, with the exception of such invalid or unenforceable
provision, shall not be affected thereby, and shall continue in effect and
application to its fullest extent.

                   (d) Continued Employment. Neither the establishment of the
Plan, any provisions of the Plan, nor any action of the Committee shall be held
or construed to confer upon any Participant the right to a continuation of
employment by the Company. The Company

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reserves  the right to  dismiss  any  employee  (including  a  Participant),  or
otherwise deal with any employee (including a Participant) to the same extent as
though the Plan had not been adopted.

                   (e) Incapacity. If the Committee determines that a
Participant is unable to care for his affairs because of illness or accident,
any benefit due such Participant under the Plan may be paid to his spouse,
child, parent, or any other person deemed by the Committee to have incurred
expense for such Participant (including a duly appointed guardian, committee, or
other legal representative), and any such payment shall be a complete discharge
of the Company's obligation hereunder.

                   (g) Jurisdiction. The Plan shall be construed, administered,
and enforced according to the laws of the Commonwealth of Pennsylvania, except
to the extent that such laws are preempted by the Federal laws of the United
States of America.

                   (h) Withholding. The Participant shall make appropriate
arrangements with the Company for satisfaction of any federal, state or local
income tax withholding requirements and Social Security or other tax
requirements applicable to the accrual or payment of benefits under the Plan. If
no other arrangements are made, the Company may provide, at its discretion, for
any withholding and tax payments as may be required.

                                   Executed as of the 30th day of January, 2004.


                                             COMCAST CORPORATION



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



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












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