1997 DEFERRED STOCK OPTION PLAN
(As Amended and Restated, Effective June 21, 1999)
1. ESTABLISHMENT OF PLAN
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the Comcast
Corporation 1997 Deferred Stock Option Plan (the "Plan"), effective June 21, 1999. The Plan was initially
adopted effective September 16, 1997. The Plan is unfunded and is maintained primarily for the purpose of
providing a select group of management or highly compensated employees the opportunity to defer the receipt of
Shares and corresponding recognition of compensation income upon the exercise of Options.
2.1 " A Stock" means the Company's Class A Common Stock, par value, $1.00, including a fractional share.
2.2 "Account" means the bookkeeping accounts established pursuant to Paragraph 5.1 and maintained by the
Administrator in the names of the respective Participants, to which Deferred Stock Units, dividend equivalents
and earnings on dividend equivalents shall be credited, and from which all amounts distributed under the Plan shall
2.4 "Administrator" means the Committee.
2.5 "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.
2.6 "Annual Rate of Pay" means, as of any date, an employee's annualized base pay rate. An employee's Annual
Rate of Pay shall not include sales commissions or other similar payments or awards.
2.7 "Board" means the Board of Directors of the Company, or the Executive Committee of the Board of
Directors of the