2002 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(As Amended And Restated, Effective December 17, 2003)
1. BACKGROUND AND PURPOSE
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the Comcast
Corporation 2002 Non-Employee Director Compensation Plan, effective February 26, 2003. The purpose of
the Plan is to provide Non-Employee Directors of COMCAST CORPORATION (the "Company") with
compensation for services to the Company.
(a) "Annual Retainer" means the amount payable for service as a Non-Employee Director for a calendar year, as
a member of the Board, and as a member of one or more Committees as determined under Paragraph 3(a) of the
(b) "Board" means the Board of Directors of the Company.
(c) "Board Meeting" means a meeting of the Board, whether in person or by telephone.
(d) "Committee" means a duly-constituted committee of the Board.
(e) "Committee Meeting" means a meeting of a Committee, whether in person or by telephone, other than a
meeting of a Committee that is convened and held during a Board Meeting.
(f) "Company" means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by
merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.
(g) "Non-Employee Director" means an individual who is a member of the Board, and who is not an employee of
the Company, including an individual who is a member of the Board and who previously was an employee of the
(h) "Plan" means the Comcast Corporation 2003 Non-Employee Director Compensation Plan, as set forth
herein, and as amended from time to time.
(i) "Plan Year" means (i) the period from November 18, 2002 through December 31, 2002 and (ii) each
calendar year beginning after 2002.
(j) "Share" means a share of Comcast Corporation Class A Common Stock, par value $0.01.
3. NON-EMPLOYEE DIRECTOR COMPENSATION
(a) Non-Employee Director Compensation Package. Effective as of Jan