1996 DEFERRED COMPENSATION PLAN
(As Amended and Restated, Effective December 15, 1998)
1. ESTABLISHMENT OF PLAN
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the Comcast
Corporation 1996 Deferred Compensation Plan (the "Plan"), effective as of December 15, 1998. The Plan was
adopted effective as of August 15, 1996, to permit outside directors and eligible employees to defer the receipt
of compensation otherwise payable to such outside directors and eligible employees in accordance with the terms
of the Plan. The Plan is a continuation of the Prior Plan, which was initially effective as of February 12, 1974. The
Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation to outside
directors and to a select group of management or highly compensated employees.
2.1 "Account" means the bookkeeping accounts established pursuant to
Section 5.1 and maintained by the Administrator in the names of the respective Participants, to which all amounts
deferred and earnings allocated under the Plan shall be credited, and from which all amounts distributed under the
Plan shall be debited.
2.2 "Active Participant" means:
2.3 "Administrator" means the Committee.
2.4 "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
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and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
2.5 "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 commis