COMCAST CORPORATION NON-QUALIFIED OPTION

1.    Definitions . As used herein:

(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 Comcast Cable Communications Holdings, Inc. (formerly known as AT&T Broadband Corp.) by the Company.

(c)    “ Board ” means the board of directors of the Sponsor.

(d)    “ 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.

(e)    “ 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.

(f)    “ Closing ” means the closing of the acquisition and sale of the Shares as described in, and subject to the provisions of, Paragraph 9 hereof.

(g)    “ Closing Date ” means the date of the Closing.

(h)    “ Code ” means the Internal Revenue Code of 1986, as amended.

(i)    “ 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 Stock Option Plan, the Comcast Corporation 2002 Restricted Stock Plan and the Comcast Corporation 1987 Stock Option Plan and the AT&T Broadband Corp. Adjustment Plan.

(j)    “ Committee ” means those members of the Board who have been designated pursuant to the Plan to act in that capacity.

(k)    “ Common Stock ” means the Sponsor’s Class A Common Stock, par value, $.01 per share. For purposes of Paragraph 1(t) and Paragraph 5, the term “Common Stock” also means the Sponsor’s Class A Special Common Stock, par value, $.01 per share.

(l)    “ Company ” means the Sponsor and each of its Subsidiaries.

(m)    “ Date of Exercise ” means the date on which the notice required by Paragraph 6 hereof is hand-delivered, placed in the United States mail postage prepaid, or delivered to a telegraph or telex facility.

(n)    “ Date of Grant ” means the date hereof, the date on which the Sponsor awarded the Option.

(o)    “ Disability ” means a disability within the meaning of section 22(e)(3) of the Code.

(p)    “ Expiration Date ” means the earliest of the following:

(1)    If the Optionee’s Termination of Employment with the Company is due to any reason other than death, Disability, Retirement or Cause the date three months following such Termination of Employment;

(2)    If the Optionee’s Termination of Employment with the Company occurs after qualifying for Retirement, the date three months after the third anniversary of the date of the Optionee’s Termination of Employment, subject to cancellation by the Committee pursuant to Paragraph 3(b);

(3)    If the Optionee’s Termination of Employment with the Company is for Cause, the date of such Termination of Employment; or

(4)    The day before the tenth anniversary of the Date of Grant.

(q)    “ Fair Market Value ” means the Fair Market Value of a Share, as determined pursuant to the Plan.

(r)    “ Option ” means the option hereby granted.

(s)    “ Option Price ” means $_____ per Share, as calculated pursuant to the Plan.

(t)    “ Other Available Shares ” means, as of any date, the sum of:

(1)    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

(2)    the excess, if any of:

(a)    the total number of Shares owned by an Optionee other than the Shares described in Paragraph 1(t)(1); over

(b)    the sum of:

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

ii)    the number of such Shares owned by such Optionee that has, within the preceding six months, been the subject of a withholding certification pursuant to Paragraph 15(b) of the Plan or any similar withholding certification under any other Comcast Plan; plus

iii)    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

iv)    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 Company 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).

(u)    “ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.

(v)    “ Plan ” means the Comcast Corporation 2003 Stock Option Plan, incorporated herein by reference.

(w)    “ Retirement .” An Optionee will be qualified for Retirement after reaching age 62 and completing 10 or more years of service with the Company.

(x)    “ Shares ” means the _____ shares of Common Stock, which are the subject of the Option hereby granted.

(y)    “ 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.

(z)    “ Subsidiary ” means any business entity that, at the time in question, is a subsidiary of the Sponsor within the meaning of section 424(f) of the Code.

(aa)    “ 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 the Sponsor or a Subsidiary.

(bb)    “ Terminating Event ” means any of the following events:

(1)    the liquidation of the Sponsor; or

(2)    a Change of Control.

(cc)    “ Termination of Employment ” means the Optionee’s termination of employment. For purposes of the Plan and this Award, the Optionee’s Termination of Employment occurs on the date the Optionee ceases to have a regular obligation to perform services for the Company, without regard to whether (i) the Optionee continues on