2005 DEFERRED COMPENSATION PLAN
ARTICLE 1 – BACKGROUND AND COVERAGE OF PLAN
1.1. Background and Adoption of Plan . In recognition of the services provided by certain key employees and in order
to make additional retirement benefits and increased financial security available on a tax-favored basis to those individuals, the
Board of Directors of Comcast Corporation, a Pennsylvania corporation (the “Board”), hereby amends and restates the Comcast
Corporation 2005 Deferred Compensation Plan (the “Plan”), on December 14, 2005 Pursuant to the AJCA (as defined below),
including IRS Notice 2005-1 and Proposed Treasury Regulations issued pursuant to section 409A of the Code, the rules of the
Plan as amended and restated generally apply as of January 1, 2005, except as otherwise specifically stated.
Prior to the Effective Date, the Comcast Corporation 2002 Deferred Compensation Plan (the “Prior Plan”) was in effect.
In order to preserve the favorable tax treatment available to deferrals under the Prior Plan in light of the American Jobs Creation
Act of 2004 and the regulations issued by the Department of the Treasury thereunder (the “ AJCA ”), the Board has prohibited
future deferrals under the Prior Plan of amounts earned and vested on and after the Effective Date. Amounts earned and vested
prior to the Effective Date are and will remain subject to the terms of the Prior Plan. Amounts earned and vested on and after the
Effective Date will be available to be deferred pursuant to the Plan, subject to its terms and conditions.
1.2. Reservation of Right to Amend to Comply with AJCA . The Board reserves the right to amend the Plan, either
retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of the
1.3. Plan Unfunded and Limited to Outside Directors and Select Group of Management or Highly Compensated
Employees . The Plan is unfunded and is maintained primarily for the pur