1990 RESTRICTED STOCK PLAN
(As Amended and Restated, Effective December 15, 1998)
The purpose of the Plan is to promote the ability of Comcast Corporation (the "Company") to retain certain key
employees and enhance the growth and profitability of the Company by providing the incentive of long-term
awards for continued employment and the attainment of performance objectives.
(a) "Active Grantee" means each Grantee who is actively employed by a Participating Company.
(b) "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.
(c) "Award" means an award of Restricted Stock granted under the Plan.
(d) "Board" means the Board of Directors of the Company.
(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 directly or indirectly owns then-
outstanding securities of the Company having more than 50 percent of the voting power for the election of
directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Comcast Plan" means any restricted stock, stock bonus, stock option or other compensation plan, program
or arrangement established or maintained by the Company or an Affiliate, including but not limited to this Plan, the
Comcast Corporation 1997 Deferred Stock Option Plan, the Comcast Corporation 1996 Stock Option Plan
and the Comcast Corporation 1987 Stock Option Plan.