2002 RESTRICTED STOCK PLAN
(As Amended And Restated, Effective February 24, 2004)
1. BACKGROUND AND PURPOSE
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the Comcast
Corporation 2002 Restricted Stock Plan (the "Plan"), effective February 24, 2004. The purpose of the Plan is to
promote the ability of Comcast Corporation to recruit and retain employees and enhance the growth and
profitability of Comcast Corporation by providing the incentive of long-term awards for continued employment
and the attainment of performance objectives.
(a) "Acceleration Election" means a written election on a form provided by the Committee, filed with the
Committee in accordance with Paragraphs 8(d)(ii) or 8(d)(iii), pursuant to which a Deceased Grantee's
Successor-in-Interest or a Disabled Grantee elects to accelerate the distribution date of Shares issuable with
respect to Restricted Stock and/or Restricted Stock Units.
(b) "Account" means unfunded bookkeeping accounts established pursuant to Paragraph 8(e) and maintained by
the Committee in the names of the respective Grantees (i) to which Deferred Stock Units are deemed credited
and (ii) to which an amount equal to the Fair Market Value of Deferred Stock Units with respect to which a
Diversification Election has been made and interest thereon are deemed credited, reduced by distributions in
accordance with the Plan.
(c) "Active Grantee" means each Grantee who is actively employed by a Participating Company.
(d) "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