2002 RESTRICTED STOCK PLAN
(As Amended And Restated, Effective December 9, 2008)
(a) Amendment and Restatement of Plan . COMCAST CORPORATION, a Pennsylvania corporation, hereby
amends and restates the Comcast Corporation 2002 Restricted Stock Plan (the “Plan”), effective December 9, 2008.
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.
(b) Purpose of the Amendment; Credits Affected . The Plan was previously amended and restated, effective
January 1, 2005 in order (i) to preserve the favorable tax treatment available to amounts deferred pursuant to the Plan
before January 1, 2005 and the earnings credited in respect of such amounts (each a “Grandfathered Amount”) in light
of the enactment of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as part of the
American Jobs Creation Act of 2004, and the issuance of various Notices, Announcements, Proposed Regulations
and Final Regulations thereunder (collectively, “Section 409A”), and (ii) with respect to all other amounts eligible to
be deferred under the Plan, to comply with the requirements of Section 409A. Except as provided in Paragraph 2(ee) or
Paragraph 8(i)(iii) of the Plan, Grandfathered Amounts will continue to be subject to the terms and conditions of the
Plan as in effect prior to January 1, 2005. All amounts eligible to be deferred under the Plan other than Grandfathered
Amounts will be subject to the terms of this amendment and restatement of the Plan and Section 409A.
(c) Reservation of Right to Amend to Comply with Section 409A . In addition to the powers reserved to the
Board and the Committee under Paragraph 14 of the Plan, the Board and the Committee reserve the right to amend the
Plan, either retroactively or prospectively, in